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: BIGGART JAMES H (Vice President and Treasurer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-12-23	Class A Common ($.01 Par)	J	4648	—	Disposed	0	Direct
2015-12-23	Common Stock	J	4648	—	Acquired	4648	Direct
2015-12-23	Class B Common ($.01 Par)	J	1632	—	Disposed	0	Direct
2015-12-23	Common Stock	J	1632	—	Acquired	1632	Direct
2015-12-23	Class B Common ($.01 Par)	J	4	—	Disposed	0	Indirect
2015-12-23	Common Stock	J	4	—	Acquired	4	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-12-23	Stock Appreciation Right	$	J	19045	Disposed		Class B Common Stock (19045)	Direct
2015-12-23	Stock Appreciation Right	$	J	19045	Acquired		Common Stock (19045)	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 4,648 shares of Class A Common Stock held directly, which have been reclassified into 4,648 shares of Common Stock.

F3: Includes (a) 959 shares of Class B Common Stock held directly, which have been reclassified into 959 shares of Common Stock, and (b) 673 shares of Class B Common Stock, which have been reclassified into 673 shares of Common Stock, previously granted as restricted stock under the Second Amended and Restated 2005 Incentive Award Plan.

F4: The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. The reporting person no longer has beneficial ownership of the 4 shares of Hubbell Class B Common stock owned by his non-minor son and included in the reporting person's prior ownership reports.

F5: Includes 19,045 stock appreciation rights ("SARs") previously granted at previously disclosed prices and, subject to previously disclosed vesting restrictions, exercisable for shares of Class B Common Stock which, in connection with the Reclassification, have been converted into 19,045 SARs exercisable for shares of Common Stock, but otherwise maintaining the terms and conditions applicable to such SARs.