Michael R Fisher Form 4 HARTFORD FINANCIAL SERVICES / MICHAEL R FISHER 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^*

FISHER MICHAEL R

(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. [ HIG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2024

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	02/20/2024		M		11,275.896	A	$0(1)	19,452.031	D
Common Stock	02/21/2024		F(2)		5,283	D	$93.43(3)	14,169.031	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
Performance Shares	(1)	02/20/2024		A		11,275.896		(1)	(1)	Common Stock	11,275.896	$0.0000	11,275.896	D
Performance Shares	(1)	02/20/2024		M			11,275.896	(1)	(1)	Common Stock	11,275.896	$0.0000	0.0000	D
Stock Option	$51.87							(4)	02/23/2031	Common Stock	18,481		18,481	D
Stock Option	$55.27							(5)	02/25/2030	Common Stock	17,348		17,348	D
Stock Option	$69.41							(6)	02/23/2032	Common Stock	18,871		18,871	D
Stock Option	$78.28							(7)	02/28/2033	Common Stock	14,225		14,225	D

Explanation of Responses:

1. On February 20, 2024, the Company's Compensation and Management Development Committee certified a performance share payout based on the level of the Company's performance relative to pre-established objectives for the January 1, 2021 through December 31, 2023 performance period. The performance shares were paid in shares of the Company's common stock.

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

3. The closing price of the Company's common stock on February 20, 2024, the day of certification.

4. One-third of the options became exercisable on February 23, 2022, an additional one-third of the options became exercisable on February 23, 2023 and the remaining one-third of the options will become exercisable on February 23, 2024, the third anniversary of the grant date.

5. The options became fully exercisable on February 25, 2023, the third anniversary of the grant date.

6. One-third of the options became exercisable on February 23, 2023, an additional one-third of the options will become exercisable on February 23, 2024 and the remaining one-third of the options will become exercisable on February 23, 2025, the third anniversary of the grant date.

7. One-third of the options will become exercisable on February 28, 2024, an additional one-third of the options will become exercisable on February 28, 2025 and the remaining one-third of the options will become exercisable on February 28, 2026, the third anniversary of the grant date.

	/s/ Anthony J. Salerno, Attorney-in-Fact	02/22/2024
	** Signature of Reporting Person	Date
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