HUBBELL INC — Director's Dealing 2019

May 7, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HUBBELL INC (HUBB)
CIK: 0000048898
Period of Report: 2019-05-03

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-05-03	Common Stock	A	15619	—	Acquired	144055	Direct
2019-05-03	Common Stock	F	7238	$129.97	Disposed	136817	Direct
2019-05-03	Common Stock	M	27910	$76.015	Acquired	164727	Direct
2019-05-03	Common Stock	F	21691	$130.01	Disposed	143036	Direct
2019-05-03	Common Stock	M	23784	$83.725	Acquired	166820	Direct
2019-05-03	Common Stock	F	19241	$130.01	Disposed	147579	Direct
2019-05-03	Common Stock	S	10762	$129.877	Disposed	136817	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-05-03	Stock Appreciation Right	$76.015	M	27910	Disposed	2022-06-06	Common Stock (27910.0)	Direct
2019-05-03	Stock Appreciation Right	$83.725	M	23784	Disposed	2022-12-04	Common Stock (23784.0)	Direct

Footnotes

F1: Shares of the Company's Common Stock acquired upon the vesting of a performance share award granted on December 8, 2015, which vested at 160% of the target amount of the award based upon the Company's Relative Sales Growth as compared to the other companies in the S&P 900 Index measured over a three year period.

F2: Shares withheld for payment of taxes upon vesting of performance shares.

F3: 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.

F4: The transaction was executed in multiple trades at prices ranging from $129.41 to $130.23. The price reported above reflects the weighted average sales price. The reporting person hereby undertakes to provide, upon request, to the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price for all transactions reported on this Form 4.

F5: The stock appreciation right vests and becomes exercisable in three equal annual installments beginning on June 6, 2013.

F6: The stock appreciation right vests and becomes exercisable in three equal annual installments beginning on December 4, 2013.