Sec Form 4 Filing - Sperry William R @ HUBBELL INC - 2019-08-02

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 Sperry William R 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) Executive VP, CFO & Treasurer (Last) (First) (Middle) C/O HUBBELL INCORPORATED, 40 WATERVIEW DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 08/02/2019 (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 Common Stock 08/02/2019 M 15,209 A $ 107.865 62,545 D Common Stock 08/02/2019 F 14,001 ( 1 ) D $ 126.61 48,544 D Common Stock 08/02/2019 M 15,339 A $ 106.44 63,883 D Common Stock 08/02/2019 F 14,028 ( 1 ) D $ 126.61 49,855 D Common Stock 08/02/2019 M 21,250 A $ 97.48 71,105 D Common Stock 08/02/2019 F 18,627 ( 1 ) D $ 126.61 52,478 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 $ 107.865 08/02/2019 M 15,209 ( 2 ) 12/10/2023 Common Stock 15,209 $ 0 0 D Stock Appreciation Right $ 106.44 08/02/2019 M 15,339 ( 3 ) 12/02/2024 Common Stock 15,339 $ 0 0 D Stock Appreciation Right $ 97.48 08/02/2019 M 21,250 ( 4 ) 12/08/2025 Common Stock 21,250 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Sperry William R C/O HUBBELL INCORPORATED 40 WATERVIEW DRIVE SHELTON, CT06484 Executive VP, CFO & Treasurer Signatures Katherine A. Lane,Attorney-in-fact forWilliam R. Sperry 08/06/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )The stock appreciation right vested and became exercisable in three equal annual installments beginning on December 10, 2014. ( 3 )The stock appreciation right vested and became exercisable in three equal annual installments beginning on December 2, 2015. ( 4 )The stock appreciation right vested and became exercisable in three equal annual installments beginning on December 8, 2016.

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

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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