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)

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)
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)
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	05/08/2012		M		725.329	A	⁽¹⁾	11,478.261	D
Common Stock	05/08/2012		D		725.329	D	$19.93	10,752.932	D
Restricted Stock Units								11,519.964	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							⁽²⁾	12/04/2016	Common Stock	6,366		6,366	D
Stock Option	$93.69							⁽³⁾	02/27/2017	Common Stock	5,721		5,721	D
Stock Option	$74.88							⁽⁴⁾	02/26/2018	Common Stock	7,791		7,791	D
Stock Option	$7.04							⁽⁵⁾	02/25/2019	Common Stock	27,459		27,459	D
Stock Option	$28.91							⁽⁶⁾	03/01/2021	Common Stock	30,204		30,204	D
Stock Option	$20.63							⁽⁷⁾	02/28/2022	Common Stock	47,233		47,233	D
Restricted Units	⁽⁸⁾							⁽⁸⁾	11/05/2012	Common Stock	8,411.143		8,411.143	D
Restricted Units	⁽⁹⁾							⁽⁹⁾	02/25/2013	Common Stock	18,502.613		18,502.613	D
Deferred Units	⁽¹⁾	05/08/2012		M			725.329	⁽¹⁾	05/03/2013	Common Stock	725.329	⁽¹⁾	725.329	D
Deferred Units	⁽¹⁰⁾							⁽¹⁰⁾	08/06/2013	Common Stock	621.618		621.618	D

Explanation of Responses:

1. Each deferred unit is the economic equivalent of one share of the Company's common stock. On May 8, 2012, 725.329 of the reporting person's deferred units were settled for cash based upon the Company's closing stock price on the New York Stock Exchange on May 3, 2012.

2. All options became fully exercisable on December 4, 2009, the third anniversary of the grant date.

3. All options became fully exercisable on February 27, 2010, the third anniversary of the grant date.

4. All options became fully exercisable on February 26, 2011, the third anniversary of the grant date.

5. All options became fully fully exercisable on February 25, 2012, the third anniversary of the grant date.

6. 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.

7. 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.

8. 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.

9. 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.

10. 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/ Anthony J. Salerno, POA for Eileen G. Whelley by Power of Attorney of Eileen G. Whelley dated February 8, 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.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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