Sec Form 4 Filing - Whelley Eileen Goss @ HARTFORD FINANCIAL SERVICES GROUP INC/DE - 2012-05-08

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 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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1. Name and Address of Reporting Person Whelley Eileen Goss 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 (MM/DD/YY) 05/08/2012 (Street) HARTFORD, CT06155 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 05/08/2012 M 725.329 A 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Whelley Eileen Goss ONE HARTFORD PLAZA HARTFORD, CT06155 Executive Vice President Signatures 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

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 exercis able 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.

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