HUBBELL INC — Director's Dealing 2017

Feb 7, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HUBBELL INC (HUBB)
CIK: 0000048898
Period of Report: 2017-02-03

Reporting Person: Mais Stephen M (Senior VP Human Resources)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-03	Common Stock	M	2279	$46.96	Acquired	16021	Direct
2017-02-03	Common Stock	F	1376	$122.63	Disposed	14645	Direct
2017-02-03	Common Stock	M	7000	$59.95	Acquired	21645	Direct
2017-02-03	Common Stock	F	4634	$123.38	Disposed	17011	Direct
2017-02-03	Common Stock	S	1469	$122.5354	Disposed	15542	Direct
2017-02-03	Common Stock	S	1800	$122.9409	Disposed	13742	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-03	Stock Appreciation Right	$46.96	M	2279	Disposed	2019-12-07	Common Stock (2279.0)	Direct
2017-02-03	Stock Appreciation Right	$59.95	M	7000	Disposed	2020-12-06	Common Stock (7000.0)	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 these 1,469 shares sold was $122.5354 with the lowest per share price being $122.32 and the highest per share price being $122.69 per share.

F4: 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 5 to this Form 4.

F5: The average per share price for these 1,800 shares sold was $122.9409 with the lowest per share price being $122.70 and the highest per share price being $123.67 per share.

F6: 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.