Edgar Filing: HARTFORD FINANCIAL SERVICES GROUP INC/DE

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

AYER RAMANI

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, President and CEO

(Last)

(First)

(Middle)

THE HARTFORD FINANCIAL SERVICES GROUP, HARTFORD PLAZA

3. Date of Earliest Transaction (Month/Day/Year)
02/15/2006

(Street)

HARTFORD, CT 06115

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	02/15/2006		A		24,096.386	A	$ 83	50,127.836	D
Restricted Stock								35,300	D
Common Stock								16,900	I ⁽¹⁾	By Limited Liability Company
Common Stock								184,519	D

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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option

$ 36.125

⁽²⁾

01/24/2007

Common Stock

84,000

740

Stock Option

$ 44.47

⁽³⁾

12/17/2007

Common Stock

169,470

Stock Option

$ 46.315

⁽⁴⁾

02/21/2008

Common Stock

112,140

By Trust ⁽⁵⁾

Stock Option

$ 45.5

⁽⁶⁾

10/14/2008

Common Stock

114,021

By Trust ⁽⁵⁾

Stock Option

$ 51

⁽⁷⁾

02/18/2009

Common Stock

165,675

By Trust ⁽⁵⁾

Stock Option

$ 34

⁽⁸⁾

02/18/2010

Common Stock

408,497

By Trust ⁽⁵⁾

Stock Option

$ 62.07

⁽⁹⁾

02/23/2011

Common Stock

222,046

Stock Option

$ 65.85

⁽¹⁰⁾

02/23/2012

Common Stock

201,556

Stock Option

$ 37.37

⁽¹¹⁾

02/22/2013

Common Stock

171,465

Stock Option

$ 65.99

⁽¹²⁾

02/20/2014

Common Stock

96,723

Stock Option

$ 71.27

⁽¹³⁾

02/19/2015

Common Stock

79,454

Stock Option

$ 83

02/15/2006

71,750

⁽¹⁴⁾

02/15/2016

Common Stock

71,750

$ 83

71,750

Performance Shares

$ 83

02/15/2006

108,376

⁽¹⁵⁾

Common Stock

108,376

$ 83

108,376

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
AYER RAMANI THE HARTFORD FINANCIAL SERVICES GROUP HARTFORD PLAZA HARTFORD, CT 06115	X		Chairman, President and CEO

Signatures

/s/ Amanda Grabowski Aquino, POA for Ramani Ayer by Power of Attorney of Ramani Ayer dated February 19, 2004.		02/17/2006
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Shares of common stock held by a Limited Liability Company of which Mr. Ayer and his spouse are the co-managing and sole members.
(2)	The option became fully exercisable as of January 24, 2000, the third anniversary of the grant date.
(3)	The option became fully exercisable as of March 1, 2001, following the achievement of the following criteria: prior to March 1, 2001, the closing price of the Issuer's Common Stock on the New York Stock Exchange reached (i) $61.50 for 10 or more consecutive trading days, (ii) $63.00 for 10 or more consecutive trading days, and (iii) $65.00 for 10 or more consecutive trading days.
(4)	The option became fully exercisable as of February 19, 2001, the third anniversary of the grant date.
(5)	Option held by a Grantor Retained Annuity Trust of which Mr. Ayer is Trustee.
(6)	The option became fully exercisable as of April 15, 1999, following the achievement of the following criteria: the closing price of the Issuer's Common Stock on the New York Stock Exchange reached 125% of the grant price for at least 10 consecutive trading days.
(7)	The option became fully exercisable as of August 16, 2000, following the achievement of the following criteria: the closing price of the Issuer's Common Stock on the New York Stock Exchange reached 125% of the grant price for at least 10 consecutive trading days.
(8)	The option became fully exercisable as of April 11, 2000, following the achievement of the following criteria: the closing price of the Issuer's Common Stock on the New York Stock Exchange reached 125% of the grant price for at least 10 consecutive trading days.
(9)	The option became fully exercisable as of July 27, 2005, following the achievement of the following criteria: the closing price of the Issuer's Common Stock reached 125% of the grant price for at least 10 consecutive trading days.
(10)	The option became fully exercisable on November 17, 2005, following the achievement of the following criteria: the closing price of the Company's Common Stock on the New York Stock Exchange reached 125% of the grant price for at least 10 consecutive trading days.
(11)	The option became fully exerciable as of June 18, 2003, following the achievement of the following criteria: the closing price of the Issuer's Common Stock on the New York Stock Exchange reached 125% of the grant price for 10 consecutive trading days.
(12)	One-third of the option became exercisable on February 18, 2005, an additional one-third of the option will become exercisable on February 18, 2006 and the remaining one-third of the option will become exercisable on February 18, 2007, the third anniversary of the grant date.
(13)	The option becomes fully exercisable upon the later of: (i) the closing price of the Issuer's Common Stock on the New York Stock Exchange reaches 125% of the grant price for at least 10 consecutive trading days and (ii) February 17, 2008 (three years from the grant date).
(14)	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 15, 2009, three years from the date of the grant.
(15)	On February 15, 2006, the Company's Compensation and Personnel Committee determined to award a performance share payout, based on the level of the Company's performance relative to pre-established performance objectives, for the January 1, 2003 - December 31, 2005 performance period. The performance share payout will be paid in cash at the end of the Company's next payroll period.

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