HUBBELL INC — Director's Dealing 2012

Dec 14, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HUBBELL INC (HUBA, HUBB)
CIK: 0000048898
Period of Report: 2012-12-04

Reporting Person: DAVIES RICHARD W (Senior VP, Legal Affairs, Trustee of 10% Owner Trust)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-04	Class B Common ($.01 Par)	A	1329	$0.00	Acquired	59828	Direct
2012-12-05	Class B Common ($.01 Par)	F	249	$83.285	Disposed	59579	Direct
2012-12-10	Class B Common ($.01 Par)	M	29053	$54.56	Acquired	88632	Direct
2012-12-10	Class B Common ($.01 Par)	F	23261	$84.03	Disposed	65371	Direct
2012-12-10	Class B Common ($.01 Par)	M	15600	$52.85	Acquired	80971	Direct
2012-12-10	Class B Common ($.01 Par)	F	12310	$84.03	Disposed	68661	Direct
2012-12-10	Class B Common ($.01 Par)	M	26712	$46.96	Acquired	95373	Direct
2012-12-10	Class B Common ($.01 Par)	F	20013	$84.03	Disposed	75360	Direct
2012-12-10	Class B Common ($.01 Par)	M	16025	$59.95	Acquired	91385	Direct
2012-12-10	Class B Common ($.01 Par)	F	13415	$84.03	Disposed	77970	Direct
2012-12-10	Class B Common ($.01 Par)	M	4023	$64.48	Acquired	81993	Direct
2012-12-10	Class B Common ($.01 Par)	F	3491	$84.03	Disposed	78502	Direct
2012-12-12	Class B Common ($.01 Par)	S	18923	$84.3075	Disposed	59579	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-12-04	Stock Appreciation Right	$83.725	A	8820	Acquired	2022-12-04	Class B (8820)	Direct
2012-12-10	Stock Appreciation Right	$54.56	M	29053	Disposed	2017-12-03	Class B (29053)	Direct
2012-12-10	Stock Appreciation Right	$52.85	M	15600	Disposed	2016-12-04	Class B (15600)	Direct
2012-12-10	Stock Appreciation Right	$46.96	M	26712	Disposed	2019-12-07	Class B (26712)	Direct
2012-12-10	Stock Appreciation Right	$59.95	M	16025	Disposed	2020-12-06	Class B (16025)	Direct
2012-12-10	Stock Appreciation Right	$64.48	M	4023	Disposed	2021-12-05	Class B (4023)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class B Common ($.01 Par)	2620	Indirect

Footnotes

F1: Restricted stock grant vests in three equal annual installments beginning on December 4, 2013.

F2: The shares withheld by the Issuer were calculated on the spread between the price of the SAR and the market price on the date the SAR was exercised. The payment of withholding taxes for the SAR that was exercised on this date was also included in this number.

F3: The reporting person undertakes to provide to Hubbell Incorporated, any security holder of Hubbell Incorporated, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in Footnote 4 to this Form 4.

F4: The average per share price for all the shares sold was $84.3075, with the lowest per share price being $84.20 and the highest per share price being $84.72.

F5: The reporting person disclaimed beneficial ownership of these securities, as noted on his Form 5 filed on January 24, 2007, since these shares are owned by his non-minor son. These shares were previously reported on Form 4s as Indirect ownership by the reporting person as custodian for his minor son under the UGMA of Connecticut.

F6: The stock appreciation right vests and becomes exercisable in three equal annual installments beginning on December 4, 2013.

F7: 33 1/3% on first anniversary date of grant; 33 1/3% on second anniversary date of grant; balance on third anniversary date of grant