EVERSOURCE ENERGY — Director's Dealing 2017

Jan 6, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EVERSOURCE ENERGY (ES)
CIK: 0000072741
Period of Report: 2017-01-04

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-01-04	Common Shares, $5.00 par value	S	40000	$55.2619	Disposed	121842	Indirect
2017-01-05	Common Shares, $5.00 par value	S	40000	$55.13	Disposed	81842	Indirect
2017-01-06	Common Shares, $5.00 par value	S	40000	$55.1979	Disposed	41842	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares, $5.00 par value	71148	Indirect
Common Shares, $5.00 par value	198093	Direct

Holdings (Derivative)

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

Footnotes

F1: This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 9, 2016.

F2: The price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $54.95 to $55.59, 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.

F3: Represents common shares held by a limited liability company, the members of which consist of the reporting person's spouse and a family trust for the benefit of certain members of the reporting person's family, of which the reporting person's spouse is a trustee. The reporting person disclaims beneficial ownership of these securities.

F4: The price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $54.80 to $55.38, 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: The price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $54.77 to $55.475, 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.

F6: Shares held in trust under the Eversource 401k Plan, a qualified plan, according to information supplied by the Plan's record keeper.

F7: Includes restricted share units and dividend equivalents thereon.

F8: 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.