Edgar Filing: Levenson David N

Ownership Submission

FORM 4

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Levenson David N

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

(Last)

(First)

(Middle)

ONE HARTFORD PLAZA

3. Date of Earliest Transaction (Month/Day/Year)
11/09/2011

(Street)

HARTFORD, CT 06155

4. If Amendment, Date 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

(City)

(State)

(Zip)

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	11/09/2011		M		1,247.612	A	⁽¹⁾	1,776.173	D
Common Stock	11/09/2011		D		1,247.612	D	$ 17.83	528.561	D
Restricted Stock								3,467	D
Restricted Stock Unit								63,735.383	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option

$ 65.99

⁽²⁾

02/20/2014

Common Stock

2,466

Stock Option

$ 7.04

⁽³⁾

02/25/2019

Common Stock

9,135

Stock Option

$ 28.91

⁽⁴⁾

03/01/2021

Common Stock

78,996

Restricted Units

⁽⁵⁾

02/25/2012

Common Stock

13,510.92

Restricted Units

⁽⁶⁾

11/05/2012

Common Stock

9,215.283

Restricted Units

⁽⁶⁾

02/25/2013

Common Stock

19,989.576

Deferred Units

⁽¹⁾

11/09/2011

1,247.612

⁽⁷⁾

11/05/2011

Common Stock

1,247.612

⁽¹⁾

Deferred Units

⁽⁸⁾

02/25/2012

Common Stock

1,850.859

Deferred Units

⁽⁹⁾

05/03/2013

Common Stock

1,018.174

Deferred Units

⁽¹⁰⁾

08/06/2013

Common Stock

441.34

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Levenson David N ONE HARTFORD PLAZA HARTFORD, CT 06155			Executive Vice President

Signatures

/s/ Donald C. Hunt, POA for Ricardo A. Anzaldua, POA for David N. Levenson by POA of David N. Levenson dated July 7, 2010.		11/14/2011
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Each deferred unit is the equivalent of one share of the Company's common stock. On November 9, 2011, 1247.612 of the reporting person's deferred units were settled in cash based upon the Company's closing stock price on the New York Stock Exchange on November 4, 2011.
(2)	All options became exercisable as of February 18, 2007.
(3)	7,618 options became exercisable on February 25, 2011 and 9,135 options will become exercisable on February 25, 2012.
(4)	One third of the options will become 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.
(5)	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.
(6)	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.
(7)	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.
(8)	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.
(9)	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 (5/03/2010) 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.
(10)	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.

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