Sec Form 4 Filing - Bakker Gerben @ 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 Bakker Gerben 2. Issuer Name and Ticker or Trading Symbol HUBBELL INC [ HUBB] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Group President, Power Systems (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 ($.01 Par) 12/23/2015 J( 1 ) 8,580 ( 2 ) D 0 D Common Stock 12/23/2015 J( 1 ) 8,580 ( 2 ) A 8,580 ( 2 ) 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 Stock Appreciation Right ( 3 ) 12/23/2015 J( 1 ) 41,650 ( 3 ) ( 3 ) Class B Common Stock 41,650 ( 1 ) 0 D Stock Appreciation Right ( 3 ) 12/23/2015 J( 1 ) 41,650 ( 3 ) ( 3 ) Common Stock 41,650 ( 1 ) 41,650 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Bakker Gerben C/O HUBBELL INCORPORATED 40 WATERVIEW DRIVE SHELTON, CT06484 Group President, Power Systems Signatures Megan C. Preneta,Attorney-in-fact forGerben Bakker 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 )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. ( 3 )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.

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