EVERSOURCE ENERGY — Director's Dealing 2014

Nov 13, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NORTHEAST UTILITIES (NU)
CIK: 0000072741
Period of Report: 2014-11-12

Reporting Person: McHale David R (EVP and Chief Admin Off)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-11-12	Common Shares, $5.00 par value	G	3000	—	Disposed	168029	Direct
2014-11-12	Common Shares, $5.00 par value	S	17000	$49.3494	Disposed	151029	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares, $5.00 par value	7310	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Shares	$		Common Shares, $5.00 par value (1084)	1084	Direct

Footnotes

F1: Includes restricted share units and dividend equivalents thereon.

F2: The price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $49.25 to $49.49, inclusive. The reporting person undertakes to provide Northeast Utilities, any security holder of Northeast Utilities, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

F3: Shares held in trust under the Northeast Utilities Service Company 401k Plan, a qualified plan, according to information supplied by the Plan's record keeper.

F4: Reporting Person's deferred compensation under the Northeast Utilities Deferred Compensation Plan for Executives, a non-qualified deferred compensation plan, that is nominally invested as common shares. Each phantom share represents the right to receive the cash value of one NU common share upon a distribution event, following vesting. Additional phantom shares are issued upon the automatic reinvestment of dividend-equivalents exempt from line item reporting under SEC Rule 16a-11.