FORM 5
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
[ ] Form 3 Holdings Reported
[ ] Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

                                                                                  

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Sprague Raymond J

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

(Last)          (First)          (Middle)

ONE HARTFORD PLAZA

3. Statement for Issuer's Fiscal Year Ended (MM/DD/YYYY)
12/31/2015 
(Street)

HARTFORD, CT 06155

(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)
Amount (A) or (D) Price
Common Stock   11/9/2015     G   (1) 1000.0000   D $0.0000   36293.0670   D    
Restricted Stock Units                 46025.5730   D    

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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
(MM/DD/YYYY)
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 at End of Issuer's Fiscal Year
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option   $83.0000                   (2) 2/15/2016   Common Stock   3183.0000     3183.0000   D    
Stock Option   $74.8800                   (3) 2/26/2018   Common Stock   4372.0000     4372.0000   D    
Stock Option   $93.6900                   (4) 2/27/2017   Common Stock   3135.0000     3135.0000   D    
Stock Option   $20.6300                   (5) 2/28/2022   Common Stock   7378.0000     7378.0000   D    
Stock Option   $28.9100                   (6) 3/1/2021   Common Stock   14870.0000     14870.0000   D    
Stock Option   $41.2500                   (7) 3/3/2025   Common Stock   23585.0000     23585.0000   D    
Stock Option   $35.8300                   (8) 3/4/2024   Common Stock   17941.0000     17941.0000   D    
Stock Option   $24.1500                   (9) 3/5/2023   Common Stock   21594.0000     21594.0000   D    

Explanation of Responses:
( 1)  This transaction involved a gift to a 501(c)(3) charitable institution.
( 2)  The options became fully exercisable on February 15, 2009, the third anniversary of the grant date.
( 3)  The options became fully exercisable on February 26, 2011, the third anniversary of the grant date.
( 4)  The options became fully exercisable on February 27, 2010, the third anniversary of the grant date.
( 5)  The options became fully exercisable on February 28, 2015, the third anniversary of the grant date.
( 6)  The options became fully exercisable on March 1, 2014, the third anniversary of the grant date.
( 7)  One-third of the options will become exercisable on March 3, 2016, an additional one-third of the options will become 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.
( 8)  One-third of the options became exercisable on March 4, 2015, an additional one-third of the options will become exercisable on March 4, 2016, and the remaining one-third of the options will become exercisable on March 4, 2017, the third anniversary of the grant date.
( 9)  One-third of the options became exercisable on March 5, 2014, an additional one-third of the options became exercisable on March 5, 2015, and the remaining one-third of the options will become exercisable onMarch 5, 2016, the third anniversary of the grant date.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Sprague Raymond J
ONE HARTFORD PLAZA
HARTFORD, CT 06155


Executive Vice President

Signatures
/s/ Leslie T. Soler, Attorney-in-Fact 1/15/2016
** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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