| 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*
(Street)
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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)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/25/2009 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
| Restricted Stock Units | 19,060.165 | D | ||||||||
| Restricted Stock | 8,000 | D | ||||||||
| Common Stock | 22,078 | D | ||||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 Options | $65.99 | (1) | 02/20/2014 | Common Stock | 7,586 | 7,586 | D | ||||||||
| Stock Options | $71.27 | (2) | 02/19/2015 | Common Stock | 14,872 | 14,872 | D | ||||||||
| Stock Options | $83 | (3) | 02/15/2016 | Common Stock | 15,913 | 15,913 | D | ||||||||
| Stock Options | $93.69 | (4) | 02/27/2017 | Common Stock | 15,791 | 15,791 | D | ||||||||
| Stock Options | $92.69 | (5) | 07/30/2017 | Common Stock | 3,538 | 3,538 | D | ||||||||
| Stock Options | $74.88 | (6) | 02/26/2018 | Common Stock | 38,240 | 38,240 | D | ||||||||
| Stock Options | $7.04 | 02/25/2009 | A | 179,538 | (7) | 02/25/2019 | Common Stock | 179,538 | $0.00 | 179,538 | D | ||||
| Restricted Units | (8) | 02/25/2009 | A | 84,384.858 | 02/25/2012(8) | 02/25/2012(8) | Common Stock(8) | 84,384.858(8) | $0.00(8) | 84,384.858 | D | ||||
| Explanation of Responses: |
| 1. The option became fully exercisable on February 18, 2007, the third anniversary of the grant date. |
| 2. The option became fully exercisable on February 17, 2008, the third anniversary of the grant date. |
| 3. The option became fully exercisable on February 15, 2009, the third anniversary of the grant date. |
| 4. One-third of the option became exercisable on February 27, 2008, an additional one-third of the option became exercisable on February 27, 2009, and the remaining one-third of the option will become exercisable on February 27, 2010, the third anniversary of the grant date. |
| 5. One-third of the option became exercisable on July 30, 2008, an additional one-third of the option will become exercisable on July 30, 2009, and the remaining one-third of the option will become exercisable on July 30, 2010, the third anniversary of the grant date. |
| 6. 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. |
| 7. 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. |
| 8. Each restricted unit will be settled in cash on the expiration date for an amount equal to the company's closing stock price on the New York Stock Exchange on the expiration date. |
| Remarks: |
| /s/ Donald C. Hunt, POA for John C. Walters by Power of Attorney of John C. Walters dated July 26, 2007 | 02/27/2009 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||