The Hartford Financial Services Group, Inc. (HIG) Form 4 HARTFORD FINANCIAL SERVICES / Brion S Johnson 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^*

Johnson Brion S

(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)
05/14/2018

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	05/14/2018		M		11,568	A	$24.15	61,443.536	D
Common Stock	05/14/2018		S(1)		11,568	D	$52.51(2)	49,875.536	D
Restricted Stock Units								19,033.755	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	05/14/2018		M			11,568	(3)	03/05/2023	Common Stock	11,568	$24.15	23,137	D
Stock Option	$35.83							(4)	03/04/2024	Common Stock	51,936		51,936	D
Stock Option	$41.25							(5)	03/03/2025	Common Stock	56,604		56,604	D
Stock Option	$43.59							(6)	03/01/2026	Common Stock	55,601		55,601	D
Stock Option	$48.89							(7)	02/28/2027	Common Stock	60,582		60,582	D
Stock Option	$53.81							(8)	02/27/2028	Common Stock	56,964		56,964	D

Explanation of Responses:

1. Transaction effected pursuant to a pre-planned trading plan entered into on February 28, 2018 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 $52.40 to $52.66 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 March 5, 2016, the third anniversary of the grant date.

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

5. The options became fully exercisable on March 3, 2018, the third anniversary of the grant date.

6. One-third of the options became exercisable on March 1, 2017, an additional one-third of the options became 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.

7. One-third of the options became 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.

8. One-third of the options will become exercisable on February 27, 2019, an additional one-third of the options will become exercisable on February 27, 2020 and the remaining one-third of the options will become exercisable on February 27, 2021, the third anniversary of the grant date.

	/s/ Anthony J. Salerno, Attorney-in-Fact	05/16/2018
	** Signature of Reporting Person	Date
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