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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* MCGEE LIAM E (Last) (First) (Middle) ONE HARTFORD PLAZA (Street) HARTFORD CT 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) X Director 10% Owner X Officer (give title below) Other (specify below) Chairman, President and CEO
	3. Date of Earliest Transaction (Month/Day/Year) 05/08/2012
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/08/2012		M		12,729.054	A	(1)	39,565.197	D
Common Stock	05/08/2012		D		12,729.054	D	$19.93	26,836.143	D
Restricted Stock Unit								206,606.286	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option	$28.91							(2)	03/01/2021	Common Stock	302,045		302,045	D
Stock Options	$20.63							(3)	02/28/2022	Common Stock	506,073		506,073	D
Restricted Units	(4)							(4)	02/25/2013	Common Stock	114,580.416		114,580.416	D
Deferred Units	(5)							(5)	02/25/2013	Common Stock	15,230.925		15,230.925	D
Deferred Units	(1)	05/08/2012		M			12,729.054	(1)	05/03/2013	Common Stock	12,729.053	(1)	12,729.053	D
Deferred Units	(6)							(6)	08/06/2013	Common Stock	10,935.437		10,935.437	D

Explanation of Responses:

1. Each deferred unit is the equivalent of one share of the Company's common stock. On May 8, 2012, 12729.054 of the reporting person's deferred units were setled for cash, based upon the Company's closing stock price on the New York Stock Exchance on May 3, 2012.

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

3. One-third of the options will become exercisable on February 28, 2013, an additional one-third of the options will become exercisable on February 28, 2014, and the remaining one-third of the options will become exercisable on February 28, 2015, the third anniversary of the grant date.

4. 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 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.

5. One-third of the deferred unit award will be settled in cash as soon as practicable, and in any event within 90 days, after the first, second and third anniversaries of the grant date (February 25, 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.

6. One-third of the deferred unit award will be settled in cash as soon as practicable, 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 by Power of Attorney for Liam E. McGee dated January 31st, 2012.	05/10/2012
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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