Sec Form 4 Filing - NOLAN JOSEPH R JR @ NORTHEAST UTILITIES - 2012-05-14

Insider filing report for Changes in Beneficial Ownership
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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
NOLAN JOSEPH R JR
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) _____ Other (specify below)
SVP-Corporate Relations
(Last) (First) (Middle)
ONE FEDERAL STREET, BUILDING 111-4
3. Date of Earliest Transaction (MM/DD/YY)
05/14/2012
(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 05/14/2012 S 22,336 D $ 36.146 ( 1 ) 10,496 ( 2 ) D
Common Shares, $5.00 par value 14,277 ( 3 ) I 401k Plan
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 ( 4 ) ( 4 ) ( 4 ) Common Shares, $5.00 par value 102,775 ( 4 ) 102,775 ( 4 ) D
Employee Stock Option (Right to Buy) $ 24.74 01/24/2011 01/24/2018 Common Shares, $5.00 par value 6,560 6,560 D
Employee Stock Option (Right to Buy) $ 25.93 01/22/2012 01/22/2019 Common Shares, $5.00 par value 13,995 13,995 D
Employee Stock Option (Right to Buy) $ 26.9 01/28/2013 01/28/2020 Common Shares, $5.00 par value 18,368 18,368 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
NOLAN JOSEPH R JR
ONE FEDERAL STREET, BUILDING 111-4
SPRINGFIELD, MA01105
SVP-Corporate Relations
Signatures
/s/ Richard J. Morrison, attorney-in-fact for Mr. Nolan 05/16/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The transaction was executed in multiple trades at prices ranging from $36.105 to $36.205. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
( 2 )Consists of restricted share units.
( 3 )Shares held in trust under the NSTAR Savings Plan.
( 4 )Matching contributions on reporting person's deferred compensation under the NSTAR 2007 Long Term Incentive Plan, a non-qualified deferred compensation plan, that are nominally invested as common shares. Each phantom share represents the right to receive the cash value of one NU common share upon a distribution event, following vesting. Additional phantom shares are issued upon the automatic reinvestment of dividend-equivalents exempt from the 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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