SEC Form 4 
FORM 4	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
or Section 30(h) of the Investment Company Act of 1940 	  
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	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).			
1. Name and Address of Reporting Person*
Malloy John F	

(Last)	(First)	(Middle)	
C/O HUBBELL INCORPORATED	
40 WATERVIEW DRIVE	

(Street) 
SHELTON	CT	06484	

(City)	(State)	(Zip)	
	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)	

	3. Date of Earliest Transaction (Month/Day/Year)
12/23/2015 		
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) 
X	Form filed by One Reporting Person	
	Form filed by More than One Reporting Person	
	
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned	
1. Title of Security (Instr. 3) 	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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) 		8,652.78(2)(3) 	D	(1)	0	D		
Common Stock	12/23/2015		J(1) 		8,652.78(3) 	A	(1)	8,652.78(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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)	7. Title and Amount of Securities Underlying Derivative Security (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: 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) 			644.45(5) 	(4) 	(4) 	Class A and Class B Common Stock	644.45(5) 	(1)	0	D		
Directors Deferred Compensation Stock Units	(4)	12/23/2015		J(1) 		1,466.487		(4) 	(4) 	Common Stock	1,466.487	(1)	1,466.487	D		
Director Deferred Restricted Class B Share Units	(6)	12/23/2015		J(1) 			1,505.997(5) 	(6) 	(6) 	Class B Common Stock	1,505.997(5) 	(1)	0	D		
Director Deferred Restricted Share Units	(6)	12/23/2015		J(1) 		1,505.997		(6) 	(6) 	Common Stock	1,505.997	(1)	1,505.997	D		
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 (a) 7,651.78 shares of Class B Common Stock held directly, which have been reclassified into 7,651.78 shares of Common Stock, and (b) 1,001 shares of Class B Common Stock, which have been reclassified into 1,001 shares of Common Stock, previously granted as restricted stock under the Second Amended and Restated 2005 Incentive Award Plan.	
4. Represents 644.45 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 1,466.487 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 six months 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 1,505.997 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 1,505.997 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 six months following the reporting person's retirement or separation from the Board.	
Remarks:	
	
	Megan C. Preneta, Attorney-in-fact for John F. Malloy	12/28/2015	
	** Signature of Reporting Person	Date	
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).	
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