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^*

Bennett Jonathan R

(Last)

(First)

(Middle)

THE HARTFORD

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)
02/24/2011

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)
Resticted Stock Units								2,315.448	D
Common Stock	02/24/2011		M⁽¹⁾		1,249.21	A	$28.71	13,313.246	D
Common Stock	02/24/2011		F⁽²⁾		437	D	$28.71	12,876.246	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	$65.85⁽³⁾							⁽³⁾	02/23/2012	Common Stock	4,080		4,080	D
Stock Option	$65.99⁽⁴⁾							⁽⁴⁾	02/20/2014	Common Stock	3,983		3,983	D
Stock Option	$83⁽⁵⁾							⁽⁵⁾	02/15/2016	Common Stock	3,440		3,440	D
Stock Option	$93.69⁽⁶⁾							⁽⁶⁾	02/27/2017	Common Stock	3,662		3,662	D
Stock Option	$92.69⁽⁷⁾							⁽⁷⁾	07/30/2017	Common Stock	1,590		1,590	D
Stock Option	$74.88⁽⁸⁾							⁽⁸⁾	02/26/2018	Common Stock	6,975		6,975	D
Stock Option	$7.04⁽⁹⁾							⁽⁹⁾	02/25/2019	Common Stock	18,301		18,301	D
Restricted Units	⁽¹⁰⁾							⁽¹⁰⁾	02/25/2012⁽¹⁰⁾	Common Stock⁽¹⁰⁾	11,748.925⁽¹⁰⁾		11,748.925⁽¹⁰⁾	D
Restricted Units	⁽¹¹⁾							⁽¹¹⁾	11/05/2012⁽¹¹⁾	Common Stock⁽¹¹⁾	7,914.892⁽¹¹⁾		7,914.892⁽¹¹⁾	D
Restricted Units	⁽¹²⁾							⁽¹²⁾	02/25/2013⁽¹²⁾	Common Stock⁽¹²⁾	23,398.026⁽¹²⁾		23,398.026⁽¹²⁾	D
Deferred Units	⁽¹³⁾							⁽¹³⁾	11/05/2011⁽¹³⁾	Common Stock⁽¹³⁾	2,313.63⁽¹³⁾		2,313.63⁽¹³⁾	D
Deferred Units	⁽¹⁴⁾							⁽¹⁴⁾	02/25/2012⁽¹⁴⁾	Common Stock⁽¹⁴⁾	3,447.747⁽¹⁴⁾		3,447.747⁽¹⁴⁾	D
Deferred Units	⁽¹⁵⁾							⁽¹⁵⁾	05/03/2013⁽¹⁵⁾	Common Stock⁽¹⁵⁾	2,887.878⁽¹⁵⁾		2,887.878⁽¹⁵⁾	D
Deferred Units	⁽¹⁶⁾							⁽¹⁶⁾	08/06/2013⁽¹⁶⁾	Common Stock⁽¹⁶⁾	1,232.797⁽¹⁶⁾		1,232.797⁽¹⁶⁾	D
Performance Shares	$28.71	02/24/2011		A⁽¹⁾		1,249.21		⁽¹⁾	⁽¹⁾	Common Stock	1,249.21⁽¹⁾	$0.00	1,249.21	D
Performance Shares	$28.71	02/24/2011		M⁽¹⁾			1,249.21	⁽¹⁾	⁽¹⁾	Common Stock	1,249.21⁽¹⁾	$0.00	0	D

Explanation of Responses:

1. On February 24, 2011, the Company's Compensation and Management Development Committee certified a performance share payout, based on the level of the Company's performance relative to pre-established objectives for the January 1, 2008 through December 31, 2010 performance period. The performance shares were paid in shares of the Company's common stock.

2. Transaction involving the disposition to the Company of equity securities to cover tax withholding obligations in accordance with the Company's administrative rules.

3. All options became exercisable as of February 21, 2005, the third anniversary of the grant date.

4. All options became exercisable as of February 18, 2007, the third anniversary of the grant date.

5. All options became exercisable as of February 15, 2009, the third anniversary of the grant date.

6. All options became exercisable as of February 27, 2010, the third anniversary of the grant date.

7. All options have become exercisable as of July 30, 2010, the third anniversary of the grant date.

8. All options became exercisable as of February 26, 2011, the third anniversary of the grant date.

9. One third of the option will become exercisable on February 25, 2010, an additional one third of the option became exercisable on February 25, 2011 and the remaining one-third of the option will become exercisable on February 25, 2012, the third anniversary of the grant date.

10. Each restricted unit will be settled in cash on the expiration date for an amount equal the company's closing stock price on the New York Stock Exchange on the expiration date.

11. Each restricted unit will be settled in cash as soon as practicable after, and in any event within 90 days after, the later to occur of (i) November 05, 2012 or (ii) the date the value of such restricted units can be paid in accordance with applicable law (the "valuation date"). The cash settlement payable per unit shall be equal to the closing stock price per share of the company's common stock on the valuation date as reported on the New York Stock Exchange.

12. Each restricted unit will be settled in cash as soon as practicable after, and in any event within 90 days after, the later to occur of (i) February 25, 2013 or (ii) the date the value of such restricted units can be paid in accordance with applicable law (the "valuation date"). The cash settlement payable per unit shall be equal to the closing stock price per share of the company's common stock on the valuation date as reported on the New York Stock Exchange.

13. Each deferred unit will be settled in cash as soon as practicable after, and in any event within 90 days after, the second anniversary of the grant date (November 5, 2009) 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.

14. Each deferred unit will be settled in cash as soon as practicable after, and in any event within 90 days after, the second anniversary of the grant date (February 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.

15. 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 (May 3, 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.

16. 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 (August 6, 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.

Remarks:

	/s/ Donald C. Hunt, by Power of Attorney for Jonathan R. Bennett dated February 24, 2009.	02/28/2011
	** Signature of Reporting Person	Date
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