The Hartford Financial Services Group, Inc. (HIG) Form 4 HARTFORD FINANCIAL SERVICES / Kathleen M Bromage 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^*

Bromage Kathleen M

(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)
Senior Vice President

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2017

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	02/20/2017		M		573.04	A	$0(1)	32,148.185	D
Restricted Stock Units								8,969.139	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)	02/20/2017		A		573.04		(1)	(1)	Common Stock	573.04	$0.0000	573.04	D
Performance Shares	(1)	02/20/2017		M			573.04	(1)	(1)	Common Stock	573.04	$0.0000	0.0000	D
Stock Option	$43.59							(2)	03/01/2026	Common Stock	12,356		12,356	D

Explanation of Responses:

1. On February 20, 2017, 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, 2014 through December 31, 2016 performance period. The performance shares were paid in shares of the Company's common stock.

2. 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/ Leslie T. Soler, Attorney-in-Fact	02/22/2017
	** Signature of Reporting Person	Date
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