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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
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 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) |
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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 |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Malloy John F C/O HUBBELL INCORPORATED 40 WATERVIEW DRIVE SHELTON, CT 06484 |
X |
Megan C. Preneta, Attorney-in-fact for John F. Malloy | 12/28/2015 | |
**Signature of Reporting Person | Date |
* | 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). |
(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. |