HUBBELL INC — Director's Dealing 2015

Dec 28, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HUBBELL INC (HUBB)
CIK: 0000048898
Period of Report: 2015-12-23

Reporting Person: Malloy John F (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-12-23	Class B Common ($.01 Par)	J	8652.78	—	Disposed	0	Direct
2015-12-23	Common Stock	J	8652.78	—	Acquired	8652.78	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-12-23	Directors Deferred Compensation Stock Units	$	J	644.45	Disposed		Class A and Class B Common Stock (644.45)	Direct
2015-12-23	Directors Deferred Compensation Stock Units	$	J	1466.487	Acquired		Common Stock (1466.487)	Direct
2015-12-23	Director Deferred Restricted Class B Share Units	$	J	1505.997	Disposed		Class B Common Stock (1505.997)	Direct
2015-12-23	Director Deferred Restricted Share Units	$	J	1505.997	Acquired		Common Stock (1505.997)	Direct

Footnotes

F1: On December 23, 2015, Hubbell Incorporated (the "Company") filed with the Secretary of the State of the State of Connecticut (the time of the effectiveness of such filing, the "Effective Time") an Amended and Restated Certificate of Incorporation to, among other things, effect a reclassification transaction (the "Reclassification"), in which (a) each holder of Class A common stock of the Company, par value $0.01 per share ("Class A Common Stock"), as of immediately prior to the Effective Time became entitled to receive cash in the amount of $28.00 for each share of Class A Common Stock held, and (b) each share of Class A Common Stock issued and outstanding immediately prior to the Effective Time and each share of Class B common stock, par value $0.01 per share ("Class B Common Stock"), issued and outstanding immediately prior to the Effective Time was reclassified into one share of common stock of the Company, par value $0.01 per share (the "Common Stock").

F2: This total includes reinvested dividends paid on the Individual's directly held securities.

F3: Includes (a) 7,651.78 shares of Class B Common Stock held directly, which have been reclassified into 7,651.78 shares of Common Stock, and (b) 1,001 shares of Class B Common Stock, which have been reclassified into 1,001 shares of Common Stock, previously granted as restricted stock under the Second Amended and Restated 2005 Incentive Award Plan.

F4: Represents 644.45 previously granted deferred stock units (each deferred stock unit, prior to the Reclassification, consisting of one share each of Class A Common Stock and Class B Common Stock) which, in connection with the Reclassification, have been converted into 1,466.487 deferred stock units (each stock unit, following the Reclassification, consisting of one share of Common Stock) under the Company's Deferred Plan for Directors. Deferred stock units are payable commencing six months following the reporting person's retirement or separation from the Board.

F5: This total includes reinvested dividend equivalents that have been paid on the Individual's Directors Deferred securities.

F6: Represents 1,505.997 previously granted vested or unvested deferred restricted stock units ("RSUs") (each RSU, prior to the Reclassification, consisting of the right to receive one share of Class B Common Stock) which, in connection with the Reclassification, have been converted into 1,505.997 RSUs (each RSU, following the Reclassification, consisting of the right to receive one share of Common Stock) held under the Company's Deferred Plan for Directors. RSUs are payable commencing six months following the reporting person's retirement or separation from the Board.