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
                                                                                  
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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 *

Johnson Brion S
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. Date of Earliest Transaction (MM/DD/YYYY)

5/29/2018
(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)
Code V Amount (A) or (D) Price
Common Stock   5/29/2018     M    11569.0000   A $24.1500   61444.5360   D    
Common Stock   5/29/2018     S (1)    11569.0000   D $51.9100   (2) 49875.5360   D    
Restricted Stock Units                  19033.7550   D    

Table II - Derivative Securities 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 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 of Derivative Security: 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   $24.1500   5/29/2018     M         11569.0000      (3) 3/5/2023   Common Stock   11569.0000   $24.1500   0.0000   D    
Stock Option   $35.8300                      (4) 3/4/2024   Common Stock   51936.0000     51936.0000   D    
Stock Option   $41.2500                      (5) 3/3/2025   Common Stock   56604.0000     56604.0000   D    
Stock Option   $43.5900                      (6) 3/1/2026   Common Stock   55601.0000     55601.0000   D    
Stock Option   $48.8900                      (7) 2/28/2027   Common Stock   60582.0000     60582.0000   D    
Stock Option   $53.8100                      (8) 2/27/2028   Common Stock   56964.0000     56964.0000   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 $51.72 to $52.32 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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Johnson Brion S
ONE HARTFORD PLAZA
HARTFORD, CT 06155


Executive Vice President

Signatures
/s/ Anthony J. Salerno, Attorney-in-Fact 5/30/2018
** 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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