EVERSOURCE ENERGY — Director's Dealing 2017

Feb 27, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EVERSOURCE ENERGY (ES)
CIK: 0000072741
Period of Report: 2017-02-23

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-23	Common Shares, $5.00 par value	A	57335	—	Acquired	206012	Direct
2017-02-23	Common Shares, $5.00 par value	F	29297	$56.15	Disposed	176715	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares, $5.00 par value	71094	Indirect
Common Shares, $5.00 par value	1842	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Shares	$		Common Shares, $5.00 par value (52875)	52875	Direct

Footnotes

F1: Performance shares and dividend equivalent shares for the 2014-2016 Long-Term Incentive Program as determined on February 23, 2017.

F2: Includes restricted share units and dividend equivalents thereon.

F3: Shares withheld to satisfy tax withholding obligation.

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 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.