EVERSOURCE ENERGY — Director's Dealing 2015

Jan 20, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NORTHEAST UTILITIES (NU)
CIK: 0000072741
Period of Report: 2015-01-15

Reporting Person: DiStasio James S (Trustee)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-01-15	Common Shares, $5.00 par value	A	1863	—	Acquired	8506	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Shares	$		Common Shares, $5.00 par value (8580)	8580	Direct

Footnotes

F1: Restricted share units that vested on January 16, 2015, receipt of which has been deferred. Distribution will be made on a one-for-one basis in Common Shares on the 10th business day of January of the year following the reporting person's retirement from Board services.

F2: Includes restricted share units and dividend equivalents thereon.

F3: Reporting Person's deferred compensation under the NU Trustee Deferred Plan, formerly of the NSTAR Trustee Deferred Plan, a non-qualified plan, The nature of said shares have not been changed and are 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 the line item reporting under SEC rule 16a-11.