Sec Form 4 Filing - MAY THOMAS J @ NORTHEAST UTILITIES - 2013-03-05

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person MAY THOMAS J 2. Issuer Name and Ticker or Trading Symbol NORTHEAST UTILITIES [ NU] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) X __ Other (specify below) President and CEO/Trustee (Last) (First) (Middle) C/O NORTHEAST UTILITIES, ONE FEDERAL STREET, BUIDLING 111-4 3. Date of Earliest Transaction (MM/DD/YY) 03/05/2013 (Street) SPRINGFIELD, MA01105 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Shares, $5.00 par value 12/20/2012 G 100,000 ( 1 ) D $ 0 294,286 ( 2 ) D Common Shares, $5.00 par value 12/20/2012 G 100,000 ( 1 ) A $ 0 100,000 I By family trust Common Shares, $5.00 par value 03/05/2013 S 100,000 D $ 42.1171 ( 3 ) 0 I By family trust Common Shares, $5.00 par value 62,325 I 401k Plan ( 4 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Phantom Shares ( 5 ) ( 5 ) ( 5 ) Common Shares, $5.00 par value 826,182 ( 5 ) 826,182 ( 5 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MAY THOMAS J C/O NORTHEAST UTILITIES ONE FEDERAL STREET, BUIDLING 111-4 SPRINGFIELD, MA01105 President and CEO Trustee Signatures Gregory B. Butler, attorney-in-fact for Mr. May 03/07/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents common shares held by a limited liability company (the "LLC"), of which the reporting person was a member. On December 20, 2012, the reporting person transferred membership interests of the LLC to his spouse and a family trust, of which the reporting person's spouse is a trustee for the benefit of certain members of the reporting person's family. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. ( 2 )Includes restricted share units and dividend equivalents thereon. ( 3 )The price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $42.42 to $42.71, inclusive. The reporting person undertakes to provide Northeast Utilities, any security holder of Northeast Utilities, or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above. ( 4 )Shares held in trust under the NSTAR 401k Plan, a qualified plan, according to information supplied by the plan's record keeper. ( 5 )Phantom shares held in the NSTAR Deferred Compensation Plan. Each phantom share represents the right to receive one common share upon distribution, following vesting. The reporting person is eligible to receive dividend equivalents on the outstanding phantom shares, exempt from line item reporting under SEC Rule 16a-11.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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