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^*

Whelley Eileen Goss

(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)
03/01/2011

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)
Restricted Stock Units	03/01/2011		A		11,241.785	A	$28.91	11,241.785	D
Common Stock								6,824.556	D
Restricted Stock								5,867	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	$84.9							⁽¹⁾	12/04/2016	Common Stock	6,366		6,366	D
Stock Option	$93.69							⁽²⁾	02/27/2017	Common Stock	5,721		5,721	D
Stock Option	$74.88							⁽³⁾	02/26/2018	Common Stock	7,791		7,791	D
Stock Option	$7.04							⁽⁴⁾	02/25/2019	Common Stock	27,459		27,459	D
Stock Option	$28.91	03/01/2011		A		30,204		⁽⁵⁾	03/01/2021	Common Stock	30,204	$0.00	30,204	D
Restricted Units	⁽⁶⁾							⁽⁶⁾	02/25/2012⁽⁶⁾	Common Stock⁽⁶⁾	13,202.4⁽⁶⁾		13,202.4	D
Restricted Units	⁽⁷⁾							⁽⁷⁾	11/05/2012⁽⁷⁾	Common Stock⁽⁷⁾	8,208.035⁽⁷⁾		8,208.035	D
Restricted Units	⁽⁸⁾							⁽⁸⁾	02/25/2013⁽⁸⁾	Common Stock⁽⁸⁾	18,055.822⁽⁸⁾		18,055.822	D
Deferred Units	⁽⁹⁾							⁽⁹⁾	11/05/2011⁽⁹⁾	Common Stock⁽⁹⁾	1,706.242⁽⁹⁾		1,706.242	D
Deferred Units	⁽¹⁰⁾							⁽¹⁰⁾	02/25/2012⁽¹⁰⁾	Common Stock⁽¹⁰⁾	2,533.492⁽¹⁰⁾		2,533.492	D
Deferred Units	⁽¹¹⁾							⁽¹¹⁾	05/03/2013⁽¹¹⁾	Common Stock⁽¹¹⁾	2,123.442⁽¹¹⁾		2,123.442	D
Deferred Units	⁽¹²⁾							⁽¹²⁾	08/06/2013⁽¹²⁾	Common Stock⁽¹²⁾	909.913⁽¹²⁾		909.913	D

Explanation of Responses:

1. The option became fully exercisable on December 4, 2009, the third anniversary of the grant date.

2. The option became fully exercisable on February 27, 2010, the third anniversary of the grant date.

3. The option becomes fully exercisable upon the later of: (i) the date on which the closing stock price on the New York Stock Exchange equals or exceeds 125% of the exercise price for 10 consecutive trading days or (ii) February 26, 2011, three years from the date of the grant.

4. The option becomes fully exercisable upon the later of: (i) the date on which the closing stock price on the New York Stock Exchange equals or exceeds 125% of the exercise price for 10 consecutive trading days or (ii) February 25, 2012, three years from the date of the grant. The pricing condition was met on April 22, 2009.

5. One third of the option will become exercisable on March 1, 2012, an additional one third of the option will become exercisable on March 1, 2013 and the remaining one-third of the option will become exercisable on March 1, 2014, the third anniversary of the grant date.

6. 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 price per share of the Company's common stock on the expiration date as reported on the New York Stock Exchange.

7. Each restricted unit will be settled in cash as soon as practicable, and in any event within 90 days after November 5, 2012 (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.

8. Each restricted unit will be settled in cash as soon as practicable, and in any event within 90 days after February 25, 2013 (the "Valuation Date"). The cash settlement payable per unit shall be equal the closing stock price per share of the Company's common stock on the Valuation Date as reported on the New York Stock Exchange.

9. 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 (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.

10. 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 (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.

11. 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.

12. 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, POA for Laura A. Santirocco, POA for Eileen G. Whelley by Power of Attorney of Eileen G. Whelley dated February 18, 2010.	03/03/2011
	** Signature of Reporting Person	Date
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