Robert Rupp Form 4 HARTFORD FINANCIAL SERVICES / Robert Rupp ownership change

SEC Form 4

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^*

Rupp Robert

(Last) (First) (Middle)

ONE HARTFORD PLAZA

(Street)

HARTFORD CT 06155

(City) (State) (Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2015

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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	04/01/2015		S(1)		15,440	D	$41.753(2)	23,043.693	D
Restricted Stock Units								18,012.163	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 (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 Option	$20.63							(3)	02/28/2022	Common Stock	74,467		74,467	D
Stock Option	$41.25							(4)	03/03/2025	Common Stock	66,038		66,038	D
Stock Option	$35.83							(5)	03/04/2024	Common Stock	66,100		66,100	D
Stock Option	$24.15							(6)	03/05/2023	Common Stock	89,974		89,974	D
Stock Option	$17.83							(7)	11/04/2021	Common Stock	82,230		82,230	D

Explanation of Responses:

1. Transaction effected pursuant to a trading plan entered into on August 1, 2014 in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934.

2. Price reflected is the weighted average sale price for shares sold. The range of sales prices for the transactions reported was $41.52 to $41.96 per share. The reporting person undertakes to provide, upon request by the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

3. The options became fully exercisable on February 28, 2015, the third anniversary of the grant date.

4. One-third of the options will become exercisable on March 3, 2016, an additional one-third of the options will become exercisable on March 3, 2017 and the remaining one-third of the options will become exercisable on March 3, 2018, the third anniversary of the grant date.

5. One-third of the options became exercisable on March 4, 2015, an additional one-third of the options will become exercisable on March 4, 2016, and the remaining one-third of the options will become exercisable on March 4, 2017, the third anniversary of the grant date.

6. One-third of the options became exercisable on March 5, 2014, an additional one-third of the options became 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.

7. The options became fully exercisable on November 4, 2014, the third anniversary of the grant date.

	/s/ Leslie T. Soler, Attorney-in-Fact	04/03/2015
	** 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).
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