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 *

Paiano Robert W
2. Issuer Name and Ticker or Trading Symbol

HARTFORD FINANCIAL SERVICES GROUP, INC. [ HIG ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
EVP & Chief Risk Officer
(Last)          (First)          (Middle)

ONE HARTFORD PLAZA
3. Date of Earliest Transaction (MM/DD/YYYY)

2/24/2020
(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 2/24/2020  F(1)  2182.0000 D$58.0900 (2)30767.5030 D  
Restricted Stock Units         9182.1710 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 Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option $20.6300            (3)2/28/2022 Common Stock 20243.0000  20243.0000 D  
Stock Option $24.1500            (4)3/5/2023 Common Stock 19794.0000  19794.0000 D  
Stock Option $35.8300            (5)3/4/2024 Common Stock 14542.0000  14542.0000 D  
Stock Option $41.2500            (6)3/3/2025 Common Stock 14528.0000  14528.0000 D  
Stock Option $43.5900            (7)3/1/2026 Common Stock 13138.0000  13138.0000 D  
Stock Option $48.8900            (8)2/28/2027 Common Stock 13934.0000  13934.0000 D  
Stock Option $49.0100            (9)2/26/2029 Common Stock 34159.0000  34159.0000 D  
Stock Option $53.8100            (10)2/27/2028 Common Stock 26702.0000  26702.0000 D  

Explanation of Responses:
(1) Transaction involving a disposition to the Company of equity securities to cover tax withholding obligations arising from the performance share certification reported on a Form 4 dated February 21, 2020, in accordance with the Company's administrative rules.
(2) The closing price of the Company's common stock on February 19, 2020, the day of certification.
(3) The options became fully exercisable on February 28, 2015, the third anniversary of the grant date.
(4) The options became fully exercisable on March 5, 2016, the third anniversary of the grant date.
(5) The options became fully exercisable on March 4, 2017, the third anniversary of the grant date.
(6) The options became fully exercisable on March 3, 2018, the third anniversary of the grant date.
(7) The options became fully exercisable on March 1, 2019, the third anniversary of the grant date.
(8) One-third of the options became exercisable on February 28, 2018, an additional one-third of the options became 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.
(9) One-third of the options became exercisable on February 26, 2020, an additional one-third of the options will become exercisable on February 26, 2021 and the remaining one-third of the options will become exercisable on February 26, 2022, the third anniversary of the grant date.
(10) One-third of the options became 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
Director10% OwnerOfficerOther
Paiano Robert W
ONE HARTFORD PLAZA
HARTFORD, CT 06155


EVP & Chief Risk Officer

Signatures
/s/ Terence Shields, Attorney-in-Fact2/26/2020
**Signature of Reporting PersonDate

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