EVERSOURCE ENERGY — Director's Dealing 2016

Nov 10, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EVERSOURCE ENERGY (ES)
CIK: 0000072741
Period of Report: 2016-11-08

Reporting Person: MAY THOMAS J (Chrmn of the Board & Trustee)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-11-08	Common Shares, $5.00 par value	S	200000	$55.10	Disposed	679499	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares, $5.00 par value	70606	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Shares	$		Common Shares, $5.00 par value (52452)	52452	Direct

Footnotes

F1: The price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $55.00 to $55.31, inclusive. 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 separate price within the range set forth above.

F2: Includes restricted share units and dividend equivalents thereon.

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

F4: 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 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.