EVERSOURCE ENERGY — Director's Dealing 2015

Oct 19, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EVERSOURCE ENERGY (ES)
CIK: 0000072741
Period of Report: 2015-10-16

Reporting Person: MAY THOMAS J (Chrmn of Bd, President & CEO, Trustee)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-10-16	Common Shares, $5.00 par value	S	13380	$52.00	Disposed	311343	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares, $5.00 par value	67943	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Shares	$		Common Shares, $5.00 par value (907353)	907353	Direct

Footnotes

F1: This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 12, 2015.

F2: These shares were sold in multiple transactions at the same price. The reporting person undertakes to provide Eversource Energy, any security holder of Eversource Energy, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each transaction.

F3: Includes restricted share units and dividend equivalents thereon.

F4: Shares held in trust under the Eversource 401k Plan, a qualified plan, according to information supplied by the Plan's record keeper.

F5: Reporting Person's deferred compensation under the Eversource Deferred Compensation Plan, 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 Eversource Energy 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.