HUBBELL INC — Director's Dealing 2012

Dec 13, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HUBBELL INC (HUBA, HUBB)
CIK: 0000048898
Period of Report: 2012-12-11

Reporting Person: NORD DAVID G (President & COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-11	Class B Common ($.01 Par)	M	22620	$54.56	Acquired	82542	Direct
2012-12-11	Class B Common ($.01 Par)	F	18075	$84.385	Disposed	64467	Direct
2012-12-11	Class B Common ($.01 Par)	M	23767	$52.85	Acquired	88234	Direct
2012-12-11	Class B Common ($.01 Par)	F	18718	$84.385	Disposed	69516	Direct
2012-12-12	Class B Common ($.01 Par)	S	5049	$84.2054	Disposed	64467	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-12-11	Stock Appreciation Right	$54.56	M	22620	Disposed	2017-12-03	Class B (22620)	Direct
2012-12-11	Stock Appreciation Right	$52.85	M	23767	Disposed	2016-12-04	Class B (23767)	Direct

Footnotes

F1: 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.

F2: 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 3 to this Form 4.

F3: The average per share price for all the shares sold was $84.2054, with the lowest per share price being $84.166 and the highest per share price being $84.47 per share.

F4: 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.