EVERSOURCE ENERGY — Director's Dealing 2016

Oct 7, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EVERSOURCE ENERGY (ES)
CIK: 0000072741
Period of Report: 2016-10-05

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-10-05	Common Shares, $5.00 par value	M	883770	—	Acquired	1201426	Direct
2016-10-05	Common Shares, $5.00 par value	F	321928	$52.56	Disposed	879498	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-10-05	Phantom Shares	$	M	883770	Disposed		Common Shares, $5.00 par value (883770)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares, $5.00 par value	70678	Indirect

Footnotes

F1: These shares constitute equity compensation earned by Mr. May as an executive employee over the period 1997 - 2005, the receipt of which was deferred by Mr. May pursuant to the registrant's non-qualified deferred compensation plan. This equity compensation has been disclosed in the registrant's proxy statements and reported on previously filed Forms 4. The shares are being distributed in accordance with the terms of the plan, which requires timely distribution and receipt at the beginning of the first quarter following retirement, except as required by IRS 409A regulations. This line discloses the acquisition by conversion of the previously reported deferred equity compensation, in the form of common share stock equivalents (phantom shares), which had a total cost to the registrant and value at award to Mr. May of approximately $7.5 million. The distribution of shares had no further impact on compensation expense to the registrant. The value of such shares has increased substantially through stock price appreciation that took place during the term of Mr. May's leadership and also through the accumulation of additional shares through dividend reinvestment. Each stock equivalent phantom share was settled for and represented the economic equivalent of one Eversource common share.

F2: Includes the converted stock equivalent phantom shares noted in line 1, column 4, shares held in brokerage accounts, deferred shares awarded in July, 2016 as equity compensation for service as Chairman of the Board following Mr. May's retirement on June 30, 2016, and dividend equivalents thereon.

F3: Withholding by the registrant of common shares to satisfy current Federal and state tax withholding applicable to the conversion and distribution of deferred stock equivalent phantom shares. Because the receipt of the shares was deferred, tax withholding obligations arise upon their receipt by Mr. May as actual common shares. No proceeds of the disposition of shares to satisfy tax withholding obligations will be paid to Mr. May.

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

F5: Represents the disposition by conversion of the same deferred stock equivalent phantom shares disclosed as acquired common shares in Table I. Each share represents the right to receive one Eversource common share upon a distribution event. Additional phantom shares are issued upon the automatic reinvestment of dividend-equivalents exempt from line item reporting under SEC Rule 16a-11.