EVERSOURCE ENERGY — Director's Dealing 2017

Mar 3, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EVERSOURCE ENERGY (ES)
CIK: 0000072741
Period of Report: 2017-03-01

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-03-01	Common Shares, $5.00 par value	M	52875	—	Acquired	258830	Direct
2017-03-01	Common Shares, $5.00 par value	F	23635	$54.70	Disposed	235195	Direct
2017-03-03	Common Shares, $5.00 par value	S	64164	$58.1531	Disposed	171031	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-03-01	Phantom Shares	$	M	52875	Disposed		Common Shares, $5.00 par value (52875)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares, $5.00 par value	71076	Indirect
Common Shares, $5.00 par value	1842	Indirect

Footnotes

F1: These shares constitute remaining previously disclosed equity compensation earned by Mr. May pursuant to the registrant's non-qualified deferred compensation plan. The shares were distributed in accordance with the terms of the plan, which delayed the distribution of this portion of such equity compensation as required by IRS 409A regulations. Each stock equivalent phantom share was settled for and represented the economic equivalent of one Eversource common share.

F2: Includes restricted share units and dividend equivalents thereon.

F3: Shares withheld to satisfy tax withholding obligation.

F4: The price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $58.00 to $58.385, 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.

F5: Shares held in trust under the Eversource 401k Plan, a qualified plan, according to information supplied by the Plan's record keeper.

F6: 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.