HUBBELL INC — Director's Dealing 2016

Feb 5, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HUBBELL INC (HUBB)
CIK: 0000048898
Period of Report: 2016-02-04

Reporting Person: NORD DAVID G (Director, Chairman, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-04	Common Stock	M	21210	$29.275	Acquired	112358	Direct
2016-02-04	Common Stock	F	12245	$91.955	Disposed	100113	Direct
2016-02-04	Common Stock	M	21933	$46.96	Acquired	122046	Direct
2016-02-04	Common Stock	F	16460	$91.975	Disposed	105586	Direct
2016-02-04	Common Stock	S	14438	$91.9528	Disposed	91148	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-04	Stock Appreciation Right	$29.275	M	21210	Disposed	2018-12-01	Common Stock (21210)	Direct
2016-02-04	Stock Appreciation Right	$46.96	M	21933	Disposed	2019-12-07	Common Stock (21933)	Direct

Footnotes

F1: The shares withheld by the Issuer were calculated 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 for 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 3 to this Form 4.

F3: The average per share price for all the shares sold was $91.9528, with the lowest per share price being $91.60 and the highest per share price being $92.12 per share.

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.