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: Bakker Gerben (Group President, Power Systems)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-12-23	Class B Common ($.01 Par)	J	8580	—	Disposed	0	Direct
2015-12-23	Common Stock	J	8580	—	Acquired	8580	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-12-23	Stock Appreciation Right	$	J	41650	Disposed		Class B Common Stock (41650)	Direct
2015-12-23	Stock Appreciation Right	$	J	41650	Acquired		Common Stock (41650)	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 (a) 4,647 shares of Class B Common Stock held directly, which have been reclassified into 4,647 shares of Common Stock, and (b) 3,933 shares of Class B Common Stock, which have been reclassified into 3,933 shares of Common Stock, previously granted as restricted stock under the Second Amended and Restated 2005 Incentive Award Plan.

F3: Includes 41,650 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 41,650 SARs exercisable for shares of Common Stock, but otherwise maintaining the terms and conditions applicable to such SARs.