EVERSOURCE ENERGY — Director's Dealing 2017

Feb 6, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: JUDGE JAMES J (President, CEO and Trustee)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-02	Common Shares, $5.00 par value	A	48259	—	Acquired	196830	Direct
2017-02-03	Common Shares, $5.00 par value	S	90000	$56.00	Disposed	106830	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares, $5.00 par value	24449	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Shares	$		Common Shares, $5.00 par value (85137)	85137	Direct

Footnotes

F1: Grant of restricted share units (RSUs) which vests in three equal installments on February 2, 2018, 2019, and 2020. 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.

F2: Includes restricted share units and dividend equivalents thereon.

F3: This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 10, 2016.

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.