Sec Form 4 Filing - Zlatkus Lizabeth H @ HARTFORD FINANCIAL SERVICES GROUP INC/DE - 2011-08-10

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Zlatkus Lizabeth H 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) 08/10/2011 (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 Restricted Stock Units 75,276.395 D Common Stock 08/10/2011 M 1,461.926 A 23,266.692 D Common Stock 08/10/2011 D 1,461.926 D $ 20.57 21,804.766 D Restricted Stock 4,600 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 Options $ 65.99 ( 2 ) 02/20/2014 Common Stock 13,655 13,655 D Stock Options $ 71.27 ( 3 ) 02/19/2015 Common Stock 8,923 8,923 D Stock Options $ 83 ( 4 ) 02/15/2016 Common Stock 14,689 14,689 D Stock Options $ 93.69 ( 5 ) 02/27/2017 Common Stock 15,791 15,791 D Stock Options $ 92.69 ( 6 ) 07/30/2017 Common Stock 3,538 3,538 D Stock Options $ 74.88 ( 7 ) 02/26/2018 Common Stock 38,240 38,240 D Stock Options $ 7.04 ( 8 ) 02/25/2019 Common Stock 179,538 179,538 D Stock Options $ 28.91 ( 9 ) 03/01/2021 Common Stock 92,937 92,937 D Restricted Units ( 10 ) ( 10 ) 02/25/2012 Common Stock 65,274.711 65,274.711 D Restricted Units ( 11 ) ( 11 ) 11/05/2012 Common Stock 19,615.568 19,615.568 D Restricted Units ( 12 ) ( 12 ) 02/25/2013 Common Stock 45,052.544 45,052.544 D Deferred Units ( 13 ) ( 13 ) 11/05/2011 Common Stock 6,148.95 6,148.95 D Deferred Units ( 14 ) ( 14 ) 02/25/2012 Common Stock 12,198.648 12,198.648 D Deferred Units ( 15 ) ( 15 ) 05/03/2013 Common Stock 6,818.09 6,818.09 D Deferred Units ( 1 ) 08/10/2011 M 1,461.926 ( 16 ) 08/06/2013 Common Stock 1,461.926 ( 1 ) 2,923.852 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Zlatkus Lizabeth H ONE HARTFORD PLAZA HARTFORD, CT06155 Executive Vice President Signatures s/ Donald C. Hunt, POA for Laura A. Santirocco, POA for Lizabeth H. Zlatkus by Power of Attorney of Lizabeth H. Zlatkus dated February 18, 2010 08/11/2011 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 August 10, 2011, 1461.926 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 5, 2011. ( 2 )All options became fully exercisable as of February 18, 2007, the third anniversary of the grant date. ( 3 )All options became fully exercisable as of February 17, 2008, the third anniversary of the grant date. ( 4 )All options became fully exercisable on February 15, 2009, the third anniversary of the grant date. ( 5 )All options became fully exercisable on February 27, 2010, the third anniversary of the grant date. ( 6 )All options became fully exercisable on July 30, 2010, the third anniversary of the grant date. ( 7 )All options became fully exercisable on February 26, 2011, the third anniversary of the grant date. ( 8 )All options become 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. The pricing condition was met on April 22, 2009. ( 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 vest on the expiration date and be settled in cash immediately folllowing the expiration date for an amount equal to the closing price per share of the company's common stock on the expiration date as reported on the New York Stock Exchange. ( 11 )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 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, and in any event within 90 days after February 25, 2013 (the "Valuation Date"). The cash settlement payable per unit shall be equal 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, and in any event within 90 days, after the second anniversary of the grant date (November 5, 2009) 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 )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 (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. ( 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 (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. ( 16 )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.

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.