Sec Form 4 Filing - Guzzi Anthony @ HUBBELL INC - 2015-12-23

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Guzzi Anthony 2. Issuer Name and Ticker or Trading Symbol HUBBELL INC [ HUBB] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O HUBBELL INCORPORATED, 40 WATERVIEW DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 12/23/2015 (Street) SHELTON, CT06484 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class B Common Stock ($.01 Par) 12/23/2015 J( 1 ) 6,480.233 ( 2 ) ( 3 ) D 0 D Common Stock 12/23/2015 J( 1 ) 6,480.233 ( 3 ) A 6,480.233 ( 3 ) D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Directors Deferred Compensation Stock Units ( 4 ) 12/23/2015 J( 1 ) 9,062.456 ( 5 ) ( 4 ) ( 4 ) Class A and Class B Common Stock 9,062.456 ( 5 ) ( 1 ) 0 D Directors Deferred Compensation Stock Units ( 4 ) 12/23/2015 J( 1 ) 20,622.193 ( 4 ) ( 4 ) Common Stock 20,622.193 ( 1 ) 20,622.193 D Directors Deferred Restricted Class B Stock Units ( 6 ) 12/23/2015 J( 1 ) 4,696.236 ( 5 ) ( 6 ) ( 6 ) Class B Common Stock 4,696.236 ( 5 ) ( 1 ) 0 D Directors Deferred Restricted Common Stock Units ( 6 ) 12/23/2015 J( 1 ) 4,696.236 ( 6 ) ( 6 ) Common Stock 4,696.236 ( 1 ) 4,696.236 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Guzzi Anthony C/O HUBBELL INCORPORATED 40 WATERVIEW DRIVE SHELTON, CT06484 X Signatures Megan C. Preneta,Attorney-in-fact forAnthony J. Guzzi 12/28/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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"). ( 2 )This total includes reinvested dividends paid on the Individual's directly held securities. ( 3 )Includes 6,480.233 shares of Class B Common Stock held directly, which have been reclassified into 6,480.233 shares of Common Stock. ( 4 )Represents 9,062.456 previously granted deferred stock units (each deferred stock unit, prior to the Reclassification, consisting of one share each of Class A Common Stock and Class B Common Stock) which, in connection with the Reclassification, have been converted into 20,622.193 deferred stock units (each stock unit, following the Reclassification, consisting of one share of Common Stock) under the Company's Deferred Plan for Directors. Deferred stock units are payable commencing the first day of January (or as soon thereafter as practical) following the reporting person's retirement or separation from the Board. ( 5 )This total includes reinvested dividend equivalents that have been paid on the Individual's Directors Deferred securities. ( 6 )Represents 4,696.236 previously granted vested or unvested deferred restricted stock units ("RSUs") (each RSU, prior to the Reclassification, consisting of the right to receive one share of Class B Common Stock) which, in connection with the Reclassification, have been converted into 4,696.236 RSUs (each RSU, following the Reclassification, consisting of the right to receive one share of Common Stock) held under the Company's Deferred Plan for Directors. RSUs are payable commencing the first day of January (or as soon thereafter as practical) following the reporting person's retirement or separation from the Board.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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