Sec Form 4 Filing - Levenson David N @ HARTFORD FINANCIAL SERVICES GROUP INC/DE - 2012-08-10

Insider filing report for Changes in Beneficial Ownership
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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
Levenson David N
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)
08/10/2012
(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 08/10/2012 M 224.272 A 769.899 D
Common Stock 08/10/2012 D 224.272 D $ 17.12 545.627 D
Restricted Stock 3,467 D
Restricted Stock Unit 64,775.72 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 $ 65.99 ( 2 ) 02/20/2014 Common Stock 2,466 2,466 D
Stock Option $ 7.04 ( 3 ) 02/25/2019 Common Stock 9,135 9,135 D
Stock Option $ 28.91 ( 4 ) 03/01/2021 Common Stock 78,996 78,996 D
Stock Option $ 20.63 ( 5 ) 02/28/2022 Common Stock 121,457 121,457 D
Restricted Units ( 6 ) ( 6 ) 11/05/2012 Common Stock 9,365.702 9,365.702 D
Restricted Units ( 6 ) ( 6 ) 02/25/2013 Common Stock 20,315.86 20,315.86 D
Deferred Units ( 7 ) ( 7 ) 05/03/2013 Common Stock 517.396 517.396 D
Deferred Units ( 1 ) 08/10/2012 M 224.272 ( 8 ) 08/06/2013 Common Stock 224.272 ( 1 ) 224.272 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Levenson David N
ONE HARTFORD PLAZA
HARTFORD, CT06155
Executive Vice President
Signatures
/s/ Terence Shields by POA for David N. Levenson dated February 6, 2012. 08/13/2012
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 August 10, 2012, 224.272 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, 2012.
( 2 )All options became exercisable as of February 18, 2007.
( 3 )All options became exercisable on February 25, 2012.
( 4 )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.
( 5 )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.
( 6 )Each restricted unit will vest on the expiration date and be settled in cash as soon as practicable, and in any event within 90 days, after the expiration date for an amount equal to the closing stock price per share of the Company's common stock on the expiration date as reported on the New York Stock Exchange.
( 7 )One-third of the deferred unit award settles 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 (5/03/2010) 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.
( 8 )One-third of the deferred unit award settles 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 (8/06/2010) 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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