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* McGreevey Gregory (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) 08/03/2011
	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	08/03/2011		M		60,127.537	A	(1)	60,127.537	D
Common Stock	08/03/2011		D		60,127.537	D	$23.42	0	D
Restricted Stock Units								42,308.1	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 Options	$10.32							(2)	10/31/2018	Common Stock	37,534		37,534	D
Stock Options	$7.04							(3)	02/25/2019	Common Stock	92,952		92,952	D
Stock Options	$28.91							(4)	03/01/2021	Common Stock	76,673		76,673	D
Restricted Units	(5)							(5)	02/25/2012	Common Stock	45,018.499		45,018.499	D
Restricted Units	(1)	08/03/2011		M			60,127.537	(1)	07/31/2011	Common Stock	60,127.537	(1)	0	D
Restricted Units	(6)							(6)	02/25/2013	Common Stock	40,672.434		40,672.434	D
Deferred Units	(7)							(7)	05/03/2013	Common Stock	5,544.287		5,544.287	D

Explanation of Responses:

1. Each restricted unit was the economic equivalent of one share of the Company's common stock. On August 3, 2011, 60,127.537 of the reporting person's restricted units were settled for cash based upon the closing stock price of the Company's common stock on July 29, 2011.

2. The option becomes fully exercisable upon the later of: (i) the date on which the closing stock price on the New York Stock Exchange equals or exceeds 125% of the exercise price for 10 consecutive trading days or (ii) October 31, 2011, three years from the date of the grant. The pricing condition was met on December 18, 2008.

3. The option becomes fully exercisable upon the later of: (i) the date on which the closing stock price on the New York Stock Exchange equals or exceeds 125% of the exercise price for 10 consecutive trading days or (ii) February 25, 2012, three years from the date of the grant. The pricing condition was met on April 22, 2009.

4. One third of the option will become exercisable on March 1, 2012, an additional one third of the option will become exercisable on March 1, 2013 and the remaining one-third of the option will become exercisable on March 1, 2014, the third anniversary of the grant date.

5. Each restricted unit will be settled in cash on the expiration date for an amount equal to the Company's closing stock price on the New York Stock Exchange on the expiration date.

6. Each restricted unit will be settled in cash as soon as practicable, and in any event within 90 days after February 25, 2013 (the "Valuation Date"). The cash settlement payable per unit shall be equal to the closing stock price per share of the Company's common stock on the Valuation Date as reported on the New York Stock Exchange.

7. One-third of the deferred unit award will be settled in cash as soon as practicable after, and in any event within 90 days after, the first, second and third anniversaries of the grant date (May 3, 2010) based on the Company's closing stock price on the New York Stock Exchange on the applicable anniversary date. Deferred units are fully vested when credited.

Remarks:

	s/ Donald Hunt, POA for Laura A. Santirocco, POA for Gregory McGreevey by Power of Attorney of Gregory McGreevey dated February 18, 2010	08/04/2011
	** 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).
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