The Hartford Financial Services Group, Inc. (HIG) Form 4 HARTFORD FINANCIAL SERVICES / Christopher Swift 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^*

Swift Christopher

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chairman and CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/21/2018

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	02/21/2018		M		80,679.04	A	$0(1)	141,368.797	D
Restricted Stock Units								31,566.536	D
Common Stock								3,750	I	By Spouse
Common Stock								24,850	I	Swift Family Gift Trust
Common Stock								44,200	I	Swift Family Legacy Trust

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)	02/21/2018		A		80,679.04		(1)	(1)	Common Stock	80,679.04	$0.0000	80,679.04	D
Performance Shares	(1)	02/21/2018		M			80,679.04	(1)	(1)	Common Stock	80,679.04	$0.0000	0.0000	D
Stock Option	$20.63							(2)	02/28/2022	Common Stock	148,448		148,448	D
Stock Option	$24.15							(3)	03/05/2023	Common Stock	141,388		141,388	D
Stock Option	$28.91							(4)	03/01/2021	Common Stock	92,937		92,937	D
Stock Option	$35.83							(5)	03/04/2024	Common Stock	103,872		103,872	D
Stock Option	$41.25							(6)	03/03/2025	Common Stock	301,887		301,887	D
Stock Option	$43.59							(7)	03/01/2026	Common Stock	294,481		294,481	D
Stock Option	$48.89							(8)	02/28/2027	Common Stock	302,908		302,908	D

Explanation of Responses:

1. On February 21, 2018, 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, 2015 through December 31, 2017 performance period. The performance shares were paid in shares of the Company's common stock.

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

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

4. The options became fully exercisable on March 1, 2014, the third anniversary of the grant date.

5. The options became fully exercisable on March 4, 2017, the third anniversary of the grant date.

6. One-third of the options became exercisable on March 3, 2016, an additional one-third of the options became 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.

7. One-third of the options became 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.

8. One-third of the options will become exercisable on February 28, 2018, an additional one-third of the options will become exercisable on February 28, 2019 and the remaining one-third of the options will become exercisable on February 28, 2020, the third anniversary of the grant date.

	/s/ Anthony J. Salerno, Attorney-in-Fact	02/23/2018
	** Signature of Reporting Person	Date
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