Martha Gervasi Form 4 HARTFORD FINANCIAL SERVICES / Martha Gervasi 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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

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^*

Gervasi Martha

(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)
02/23/2017

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	02/23/2017		F(1)		2,546	D	$48.36(2)	16,751.514	D
Restricted Stock Units								18,606.668	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	$24.15							(3)	03/05/2023	Common Stock	11,247		11,247	D
Stock Option	$35.83							(4)	03/04/2024	Common Stock	22,034		22,034	D
Stock Option	$41.25							(5)	03/03/2025	Common Stock	35,377		35,377	D
Stock Option	$43.59							(6)	03/01/2026	Common Stock	32,949		32,949	D

Explanation of Responses:

1. Transaction involving a disposition to the Company of equity securities to cover tax withholding obligations arising from the performance share certification reported on a Form 4 dated February 22, 2017, in accordance with the Company's administrative rules.

2. The closing price of the Company's common stock on February 17, 2017, the last trading day prior to certification.

3. The options became fully exercisable on March 5, 2016, the third anniversary of the grant date.

4. One-third of the options became exercisable on March 4, 2015, an additional one-third of the options became 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.

5. One-third of the options became 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.

6. One-third of the options will become exercisable on March 1, 2017, an additional one-third of the options will become exercisable on March 1, 2018 and the remaining one-third of the options will become exercisable on March 1, 2019, the third anniversary of the grant date.

	/s/ Anthony J. Salerno, Attorney-in-Fact	02/27/2017
	** 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.