EVERSOURCE ENERGY — Director's Dealing 2016

Feb 5, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EVERSOURCE ENERGY (ES)
CIK: 0000072741
Period of Report: 2016-02-03

Reporting Person: NOLAN JOSEPH R JR (SVP-Corporate Relations)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-03	Common Shares, $5.00 par value	A	6434	—	Acquired	15666	Direct
2016-02-03	Common Shares, $5.00 par value	A	4503	—	Acquired	20169	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares, $5.00 par value	16515	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Shares	$		Common Shares, $5.00 par value (52364)	52364	Direct

Footnotes

F1: Performance shares and dividend equivalent shares for the 2013-2015 Long-Term Incentive Program as determined on February 3, 2016.

F2: Includes restricted share units and dividend equivalents thereon.

F3: Grant of restricted share units (RSUs) which vests in three equal installments on February 3, 2017, 2018, and 2019. Restricted share units are distributable in Eversource Energy common shares on a one-for-one basis. RSU holders are entitled to receive dividend equivalents, exempt from line item reporting under SEC Rule 16a-11, to the same extent dividends are paid on common shares.

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.