SEC FORM 4

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^*

TOLLEY WILLIAM T

(Last)

(First)

(Middle)

C/O HUBBELL INCORPORATED

40 WATERVIEW DRIVE

(Street)

SHELTON

06484

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HUBBELL INC [ HUBA, HUBB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Group Vice President

3. Date of Earliest Transaction (Month/Day/Year)
02/10/2011

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common ($.01 Par)	02/10/2011		M		10,140	A	$44.31	38,885	D
Class B Common ($.01 Par)	02/10/2011		S⁽¹⁾		10,140	D	$64.91⁽²⁾	28,745	D
Class B Common ($.01 Par)	02/10/2011		A		1,949	A	$0.00⁽³⁾	30,694	D
Class B Common ($.01 Par)	02/10/2011		F⁽⁴⁾		750	D	$64.68	29,944	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option	$44.31	02/10/2011		M			10,140	⁽⁵⁾	12/01/2013	Class B	10,140	$0.00	34,860	D

Explanation of Responses:

1. The reporting person's sale of Hubbell Incorporated Class B Common Stock reported herein was matchable under Section 16(b) of the Securities Exchange Act of 1934 with the reporting person's purchase on December 15, 2010. The reporting person has paid to Hubbell Incorporated the full amount of the profit realized in connection with the short-swing transaction, less transaction costs and the amount of profit the reporting person previously paid to the company in connection with the reporting person's sale on December 13, 2010 as reported in footnote 1 to the reporting person's Form 4 filed on December 17, 2010. Of the 20,000 shares of Class B Common Stock the reporting person purchased on December 15, 2010, a total of 19,877 were matchable under Section 16(b) with the reporting person's sales on December 13, 2010 and February 10, 2011.

2. The average per share price for all the shares sold was $64.91, with the lowest share price being $64.66 and the highest per share price being $65.05 per share.

3. Settlement of performance shares granted on December 3, 2007, which vested based on the Company's total shareholder return as compared to the total shareholder return of other companies in the S&P Mid-Cap 400 Index and the improvements in the Company's operating margins.

4. Shares withheld for payment of taxes upon vesting of performance shares.

5. 33 1/3% on first anniversary date of grant; 33 1/3% on second anniversary date of grant; balance on third anniversary date of grant.

Remarks:

	Richard W. Davies Attorney-in-fact for William T. Tolley	02/14/2011
	** 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).
** 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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