Edgar Filing: Bennett Jonathan R

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 ^*

Bennett Jonathan R

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)
02/22/2012

(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	02/22/2012		M⁽¹⁾		11,645.1	A	$ 20.11	26,106.082	D
Common Stock	02/22/2012		F⁽²⁾		3,950	D	$ 20.11	22,156.082	D
Restricted Stock Units								10,938.439	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

⁽³⁾

02/20/2014

Common Stock

3,983

Stock Option

$ 83

⁽⁴⁾

02/15/2016

Common Stock

3,440

Stock Option

$ 93.69

⁽⁵⁾

02/27/2017

Common Stock

3,662

Stock Option

$ 92.69

⁽⁶⁾

07/30/2017

Common Stock

1,590

Stock Option

$ 74.88

⁽⁷⁾

02/26/2018

Common Stock

6,975

Stock Option

$ 7.04

⁽⁸⁾

02/25/2019

Common Stock

18,301

Stock Option

$ 28.91

⁽⁹⁾

03/01/2021

Common Stock

28,810

Restricted Units

⁽¹⁰⁾

02/25/2012

Common Stock

11,985.05

Restricted Units

⁽¹¹⁾

11/05/2012

Common Stock

8,073.963

Restricted Units

⁽¹²⁾

02/25/2013

Common Stock

23,868.273

Deferred Units

⁽¹³⁾

02/25/2012

Common Stock

3,517.039

Deferred Units

⁽¹⁴⁾

05/03/2013

Common Stock

1,963.945

Deferred Units

⁽¹⁵⁾

08/06/2013

Common Stock

838.383

Performance Shares

$ 20.11

02/22/2012

11,645.1

⁽¹⁾

Common Stock

11,645.1

$ 20.11

11,645.1

Performance Shares

$ 20.11

02/22/2012

11,645.1

⁽¹⁾

Common Stock

11,645.1

$ 20.11

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Bennett Jonathan R ONE HARTFORD PLAZA HARTFORD, CT 06155			Executive Vice President

Signatures

/s/ Anthony J. Salerno, by Power of Attorney for Jonathan R. Bennett dated January 31, 2012.		02/24/2012
^**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)	On February 22, 2012, 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, 2009 through December 31, 2011 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 18, 2007, the third anniversary of the grant date.
(4)	All options became exercisable as of February 15, 2009, the third anniversary of the grant date.
(5)	All options became exercisable as of February 27, 2010, the third anniversary of the grant date.
(6)	All options became exercisable as of July 30, 2010, the third anniversary of the grant date.
(7)	All options became exercisable as of February 26, 2011, the third anniversary of the grant date.
(8)	One third of the options became exercisable on February 25, 2010, an additional one third of the options became exercisable on February 25, 2011 and the remaining one-third of the options will become exercisable on February 25, 2012, the third anniversary of the grant date.
(9)	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.
(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 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.
(12)	Each restricted unit will be settled in cash as soon as practicable after, 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.
(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 (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.
(14)	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.
(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 (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.

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