SEC Form 4 · accession 0001209191-15-087178
HUBBELL INC · HUBB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Carlos M Cardoso
Director
Period of report
Dec 23, 2015
Accepted (ET)
Dec 28, 2015 · 6:58 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 Stock ($.01 Par)F2,F1 | Dec 23, 2015 | J | 1,000 | — | D | 0 | D | |
| Common StockF2,F1 | Dec 23, 2015 | J | 1,000 | — | A | 1,000 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Directors Deferred Compensation Stock UnitsF4,F1,F3 | — | Dec 23, 2015 | J | 856 | D | — | — | Class A and Class B Common Stock | 856 | 0 | D |
| Directors Deferred Compensation Stock UnitsF1,F3 | — | Dec 23, 2015 | J | 1,947 | A | — | — | Common Stock | 1,947 | 1,947 | D |
| Directors Deferred Restricted Class B Stock UnitsF4,F1,F5 | — | Dec 23, 2015 | J | 3,190 | D | — | — | Class B Common Stock | 3,190 | 0 | D |
| Directors Deferred Restricted Common Stock UnitsF1,F5 | — | Dec 23, 2015 | J | 3,190 | A | — | — | Common Stock | 3,190 | 3,190 | 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 1,000 shares of Class B Common Stock held directly, which have been reclassified into 1,000 shares of Common Stock.
- F3Represents 855.747 previously granted vested or unvested 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 1,947.307 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 the fifth business day of January following the reporting person's retirement or separation from the Board.
- F4This total includes reinvested dividend equivalents that have been paid on the individual's Directors Deferred securities.
- F5Represents 3,190.24 previously granted 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 3,190.24 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 the fifth business day of January following the reporting person's retirement or separation from the Board.