HUBBELL INC — Director's Dealing 2014

Feb 4, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HUBBELL INC (HUBA, HUBB)
CIK: 0000048898
Period of Report: 2014-01-31

Reporting Person: MUSE SCOTT H (Group Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-01-31	Class B Common ($.01 Par)	M	26400	$49.755	Acquired	60154	Direct
2014-01-31	Class B Common ($.01 Par)	F	17431	$117.145	Disposed	42723	Direct
2014-01-31	Class B Common ($.01 Par)	M	23767	$52.85	Acquired	66490	Direct
2014-01-31	Class B Common ($.01 Par)	F	17108	$117.145	Disposed	49382	Direct
2014-01-31	Class B Common ($.01 Par)	M	18677	$54.56	Acquired	68059	Direct
2014-01-31	Class B Common ($.01 Par)	F	13584	$117.145	Disposed	54475	Direct
2014-02-03	Class B Common ($.01 Par)	S	20721	$115.00	Disposed	33754	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-01-31	Stock Appreciation Right	$49.755	M	26400	Disposed	2015-12-05	Class B (0)	Direct
2014-01-31	Stock Appreciation Right	$52.85	M	23767	Disposed	2016-12-04	Class B (0)	Direct
2014-01-31	Stock Appreciation Right	$54.56	M	18677	Disposed	2017-12-03	Class B (0)	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: 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.