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: CARDOSO CARLOS M (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-12-23	Class B Common Stock ($.01 Par)	J	1000	—	Disposed	0	Direct
2015-12-23	Common Stock	J	1000	—	Acquired	1000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-12-23	Directors Deferred Compensation Stock Units	$	J	855.747	Disposed		Class A and Class B Common Stock (855.747)	Direct
2015-12-23	Directors Deferred Compensation Stock Units	$	J	1947.307	Acquired		Common Stock (1947.307)	Direct
2015-12-23	Directors Deferred Restricted Class B Stock Units	$	J	3190.24	Disposed		Class B Common Stock (3190.24)	Direct
2015-12-23	Directors Deferred Restricted Common Stock Units	$	J	3190.24	Acquired		Common Stock (3190.24)	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: Includes 1,000 shares of Class B Common Stock held directly, which have been reclassified into 1,000 shares of Common Stock.

F3: Represents 855.747 previously granted vested or unvested 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 1,947.307 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 the fifth business day of January following the reporting person's retirement or separation from the Board.

F4: This total includes reinvested dividend equivalents that have been paid on the individual's Directors Deferred securities.

F5: Represents 3,190.24 previously granted 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 3,190.24 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 the fifth business day of January following the reporting person's retirement or separation from the Board.