EVERSOURCE ENERGY — Director's Dealing 2016

Jan 20, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EVERSOURCE ENERGY (ES)
CIK: 0000072741
Period of Report: 2016-01-15

Reporting Person: GIFFORD CHARLES K (Trustee)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-01-15	Common Shares, $5.00 par value	A	2637	—	Acquired	17578	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Shares	$		Common Shares, $5.00 par value (46502)	46502	Direct

Footnotes

F1: Restricted share units that vested on January 19, 2016, receipt of the underlying shares 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 the Board.

F2: Includes restricted share units and dividend equivalents thereon.

F3: Reporting Person's deferred compensation under the Eversource Deferred Compensation Plan, formerly the Northeast Utilities Deferred Compensation Plan for Trustees, a non-qualified plan. These shares are nominally invested as common shares. Each phantom share represents the right to receive the cash value of one common share upon a distribution event, following vesting. Additional phantom shares are issued upon the automatic reinvestment of dividend-equivalents and are exempt from the line item reporting under SEC rule 16a-11.