HUBBELL INC — Director's Dealing 2015

Feb 5, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HUBBELL INC (HUBA, HUBB)
CIK: 0000048898
Period of Report: 2015-02-03

Reporting Person: AMATO GARY N (EVP Hubbell Electrical Segment)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-03	Class B Common ($.01 Par)	M	6781	$64.48	Acquired	27741	Direct
2015-02-03	Class B Common ($.01 Par)	F	4861	$110.245	Disposed	22880	Direct
2015-02-03	Class B Common ($.01 Par)	M	5285	$83.72	Acquired	28165	Direct
2015-02-03	Class B Common ($.01 Par)	F	4406	$110.245	Disposed	23759	Direct
2015-02-04	Class B Common ($.01 Par)	S	2799	$110.211	Disposed	20960	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-03	Stock Appreciation Right	$64.48	M	6781	Disposed	2021-12-05	Class B (6781)	Direct
2015-02-03	Stock Appreciation Right	$83.725	M	5285	Disposed	2022-02-04	Class B (5285)	Direct

Footnotes

F1: The shares withheld by the Issuer were calculated based 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 of 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 2 to this Form 4.

F3: The average price per share for the 2,799 share sold was $110.211, with the lowest per share price being $109.82 and the highest per share price being $110.44.

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