SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Levenson David N

(Last)

(First)

(Middle)

THE HARTFORD FINANCIAL SERVICES GROUP

ONE HARTFORD PLAZA

(Street)

HARTFORD

06155

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HARTFORD FINANCIAL SERVICES GROUP INC/DE [ HIG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive Vice President

3. Date of Earliest Transaction (Month/Day/Year)
08/06/2010

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								518.311	D
Restricted Stock								5,200	D
Restricted Stock Unit	08/06/2010		A		33,318.525	A	$22.51	37,241.722	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option	$65.99							⁽¹⁾	02/20/2014	Common Stock	2,466		2,466	D
Stock Option	$7.04							⁽²⁾	02/25/2019	Common Stock	16,753		16,753	D
Restricted Units	⁽³⁾							⁽³⁾	02/25/2012⁽³⁾	Common Stock⁽³⁾	13,271.243⁽³⁾		13,271.243	D
Restricted Units	⁽⁴⁾							⁽⁴⁾	11/05/2012⁽⁴⁾	Common Stock⁽⁴⁾	9,051.81⁽⁴⁾		9,051.81	D
Restricted Units	⁽⁴⁾							⁽⁴⁾	02/25/2013⁽⁴⁾	Common Stock⁽⁴⁾	19,634.972⁽⁴⁾		19,634.972	D
Deferred Units	⁽⁵⁾							⁽⁵⁾	11/05/2011⁽⁵⁾	Common Stock⁽⁵⁾	1,225.48⁽⁵⁾		1,225.48	D
Deferred Units	⁽⁶⁾							⁽⁶⁾	02/25/2012⁽⁶⁾	Common Stock⁽⁶⁾	1,818.026⁽⁶⁾		1,818.026	D
Deferred Units	⁽⁷⁾							⁽⁷⁾	05/03/2013⁽⁷⁾	Common Stock⁽⁷⁾	1,500.168		1,500.168	D
Deferred Units	⁽⁸⁾	08/06/2010		A		666.371		⁽⁸⁾	08/06/2013⁽⁸⁾	Common Stock⁽⁸⁾	666.371⁽⁸⁾	⁽⁸⁾	666.371	D
Deferred Units	⁽⁸⁾	08/06/2010		F⁽⁹⁾			16.104	⁽⁸⁾	⁽⁸⁾	Common Stock⁽⁸⁾	16.104	⁽⁸⁾	650.267	D

Explanation of Responses:

1. All options became exercisable as of February 18, 2007.

2. 7,618 options will become exercisable on February 25, 2011 and 9,135 options will become exercisable on February 25, 2012.

3. Each restricted unit will vest on the expiration date and be settled in cash immediately following the expiration date for an amount equal to the closing stock price per share of the company's common stock on the expiration date as reported on the New York Stock Exchange.

4. Each restricted unit will vest on the expiration date and be settled in cash as soon as practicable, and in any event within 90 days, after the expiration date for an amount equal to the closing stock price per share of the company's common stock on the expiration date as reported on the New York Stock Exchange.

5. Each deferred unit will be settled in cash as soon as practicable, and in any event within 90 days, after the second anniversary of the grant date (11/05/2009) for an amount equal to the company's closing stock price on the New York Stock Exchange. Deferred units are fully vested when credited.

6. Each deferred unit will be settled in cash as soon as practicable, an in any event, within 90 days, after the second anniversary of the grant date (2/25/2010) for an amount equal to the company's closing stock price on the New York Stock Exchange on the settlement date. Deferred units are fully vested when credited.

7. One-third of the deferred unit award will be settled in cash as soon as practicable after, and in any event within 90 days after, the first, second and third anniversaries of the grant date (5/30/2010) based on the company's closing stock price on the New York Stock Exchange on the applicable anniversary date. Deferred units are fully vested when credited.

8. One-third of the deferred unit award will be settled in cash as soon as practicable after, and in any event within 90 days after, the first, second and third anniversaries of the grant date (8/06/2010) based on the company's closing stock price on the New York Stock Exchange on the applicable anniversary date. Deferred units are fully vested when credited.

9. Transaction involving a disposition to the company of deferred units in satisfaction of tax obligations in connection with vesting of deferred units.

Remarks:

	/s/ Leslie T. Soler, POA for Ricardo A. Anzaldua, POA for David N. Levenson by POA of David N. Levenson dated July 7, 2010	08/10/2010
	** Signature of Reporting Person	Date
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