EVERSOURCE ENERGY — Director's Dealing 2020

Feb 7, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EVERSOURCE ENERGY (ES)
CIK: 0000072741
Period of Report: 2020-02-05

Reporting Person: SCHWEIGER WERNER J (Executive VP and COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-02-05	Common Shares, $5.00 par value	A	9235	—	Acquired	171954	Direct
2020-02-05	Common Shares, $5.00 par value	A	19231	—	Acquired	191186	Direct
2015-01-05	Common Shares, $5.00 par value	S	12499	$53.6407	Disposed	23825	Indirect
2015-01-06	Common Shares, $5.00 par value	S	12500	$54.00	Disposed	11325	Indirect
2015-05-14	Common Shares, $5.00 par value	G	5007	—	Disposed	105517	Direct
2015-05-14	Common Shares, $5.00 par value	G	5007	—	Acquired	16332	Indirect
2016-02-23	Common Shares, $5.00 par value	S	896	$56.00	Disposed	15436	Indirect
2016-02-24	Common Shares, $5.00 par value	S	4104	$56.00	Disposed	11332	Indirect
2016-02-24	Common Shares, $5.00 par value	S	5000	$56.00	Disposed	5437	Indirect
2016-03-08	Common Shares, $5.00 par value	S	5000	$57.00	Disposed	6332	Indirect
2016-03-08	Common Shares, $5.00 par value	S	5000	$57.00	Disposed	437	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares, $5.00 par value	582	Indirect
Common Shares, $5.00 par value	4596	Indirect
Common Shares, $5.00 par value	437	Indirect
Common Shares, $5.00 par value	433	Indirect
Common Shares, $5.00 par value	101223	Direct
Common Shares, $5.00 par value	36324	Indirect
Common Shares, $5.00 par value	10437	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Shares	$		Common Shares, $5.00 par value (61171)	61171	Direct

Footnotes

F1: Grant of restricted share units (RSUs) which vest in three equal installments on February 5, 2021, 2022 and 2023. 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 deferred shares, restricted share units and dividend equivalents thereon.

F3: Performance shares and dividend equivalent shares for the 2017-2019 Long-Term Incentive Program as determined on February 5, 2020.

F4: A Form 4 filed on January 7, 2015 reported the sale of these shares by the Reporting Person. All of these shares were instead sold by the Werner Schweiger Trust, of which the Reporting Person is the trustee and the beneficiary (the "Werner Schweiger Trust"). All other details of these transactions remain unchanged from the original Form 4. This relates to a previously disclosed transaction and does not represent a current sale.

F5: These shares were contributed for no consideration to the Werner Schweiger Trust on May 14, 2015.

F6: A Form 4 filed on February 25, 2016 reported the sale by the Reporting Person of 896 shares on February 23, 2016 and 9,104 shares on February 24, 2016. Instead, the 896 shares sold on February 23, 2016 and 4,104 of the 9,104 shares sold on February 24, 2016 were sold by the Werner Schweiger Trust. The remaining 5,000 of the 9,104 shares sold on February 24, 2016 were sold by the Linda Schweiger Trust, of which the Reporting Person's spouse is the trustee and a beneficiary (the "Linda Schweiger Trust"). All other details of these transactions remain unchanged from the original Form 4. This relates to a previously disclosed transaction and does not represent a current sale.

F7: A Form 4 filed on March 10, 2016 reported the sale by the Reporting Person of 10,000 shares on March 8, 2016. Instead, 5,000 of these shares were sold by the Werner Schweiger Trust and 5,000 shares were sold by the Linda Schweiger Trust. All other details of these transactions remain unchanged from the original Form 4. This relates to a previously disclosed transaction and does not represent a current sale.

F8: Shares held in trust under the Eversource 401k Plan, a qualified plan, according to information supplied by the Plan's record keeper.

F9: At February 5, 2020.

F10: Shares owned directly by the Reporting Person on September 2, 2014. On the Form 3 filed on September 3, 2014, the number of shares owned directly by the Reporting Person was inadvertently overstated by 62,872 shares.

F11: These shares were inadvertently omitted from the Form 3 filed on September 3, 2014 and from subsequent Section 16 filings.

F12: 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.