| 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) 08/08/2013 | ||||||||||||||||||||||||||
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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 | ||||||
| Common Stock | 08/08/2013 | F(1) | 45,466 | D | $31.62 | 76,178.174 | D | |||
| Common Stock | 08/09/2013 | M | 5,590.254 | A | $0(2) | 81,768.428 | D | |||
| Common Stock | 08/09/2013 | D | 5,590.254 | D | $31.62 | 76,178.174 | D | |||
| Restricted Stock Units | 117,781.369 | 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 | ||||||||
| Deferred Units | (2) | 08/09/2013 | M | 5,590.254 | (3) | 08/06/2013 | Common Stock | 5,590.254 | (2) | 0.0000 | D | ||||
| Stock Option | $20.63 | (4) | 02/28/2022 | Common Stock | 506,073 | 506,073 | D | ||||||||
| Stock Option | $28.91 | (5) | 03/01/2021 | Common Stock | 302,045 | 302,045 | D | ||||||||
| Stock Option | $24.15 | (6) | 03/05/2023 | Common Stock | 482,005 | 482,005 | D | ||||||||
| Explanation of Responses: |
| 1. Transaction involving a disposition to the Company of equity securities in satisfaction of tax withholding obligations in connection with a distribution to the reporting person of restricted stock units pursuant to The Hartford's 2010 Incentive Stock Plan. |
| 2. Each deferred unit is equal to one share of the Company's common stock. On August 9, 2013, 5,590.254 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 August 6, 2013. |
| 3. 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. |
| 4. One-third of the options became 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. |
| 5. One-third of the options became exercisable on March 1, 2012, an additional one-third of the options became 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. |
| 6. One-third of the options will become exercisable on March 5, 2014, an additional one-third of the options will become exercisable on March 5, 2015, and the remaining one-third of the options will become exercisable on March 5, 2016, the third anniversary of the grant date. |
| /s/ Leslie T. Soler, Attorney-in-Fact | 08/12/2013 | |
| ** 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. | ||