SEC Form 4 · accession 0001209191-15-087174
HUBBELL INC · HUBB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Stephen M Mais
Officer — Vice President Human Resources
Period of report
Dec 23, 2015
Accepted (ET)
Dec 28, 2015 · 6:56 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000048898
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class B Common ($.01 Par)F2,F1 | Dec 23, 2015 | J | 15,200 | — | D | 0 | D | |
| Common StockF2,F1 | Dec 23, 2015 | J | 15,200 | — | A | 15,200 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Appreciation RightF1,F3 | — | Dec 23, 2015 | J | 49,000 | D | — | — | Class B Common Stock | 49,000 | 0 | D |
| Stock Appreciation RightF1,F3 | — | Dec 23, 2015 | J | 49,000 | A | — | — | Common Stock | 49,000 | 49,000 | D |
Explanation of responses
- F1On 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").
- F2Includes (a) 12,722 shares of Class B Common Stock held directly, which have been reclassified into 12,722 shares of Common Stock, and (b) 2,478 shares of Class B Common Stock, which have been reclassified into 2,478 shares of Common Stock, previously granted as restricted stock under the Second Amended and Restated 2005 Incentive Award Plan.
- F3Includes 49,000 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 49,000 SARs exercisable for shares of Common Stock, but otherwise maintaining the terms and conditions applicable to such SARs.