Sec Form 4 Filing - NOLAN JOSEPH R JR @ NORTHEAST UTILITIES - 2014-01-21

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) C/O NORTHEAST UTILITIES, ONE FEDERAL STREET, BUILDING 111-4 3. Date of Earliest Transaction (MM/DD/YY) 01/21/2014 (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 01/21/2014 M 6,560 A $ 24.74 63,249 ( 1 ) D Common Shares, $5.00 par value 01/21/2014 M 13,995 A $ 25.93 77,244 ( 1 ) D Common Shares, $5.00 par value 01/21/2014 M 18,368 A $ 26.9 95,612 ( 1 ) D Common Shares, $5.00 par value 01/21/2014 S( 2 ) 38,923 D $ 43.001 ( 3 ) 56,689 ( 1 ) D Common Shares, $5.00 par value 15,109 ( 4 ) 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 Employee Stock Option (Right to Buy) $ 24.74 01/21/2014 M 6,560 01/24/2011 01/24/2018 Common Shares, $5.00 par value 6,560 $ 0 0 D Employee Stock Option (Right to Buy) $ 25.93 01/21/2014 M 13,995 01/22/2012 01/22/2019 Common Shares, $5.00 par value 13,995 $ 0 0 D Employee Stock Option (Right to Buy) $ 26.9 01/21/2014 M 18,368 01/28/2013 01/28/2020 Common Shares, $5.00 par value 18,368 $ 0 0 D Phantom Shares ( 5 ) ( 5 ) ( 5 ) Common Shares, $5.00 par value 48,984 ( 5 ) 48,984 ( 5 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other NOLAN JOSEPH R JR C/O NORTHEAST UTILITIES ONE FEDERAL STREET, BUILDING 111-4 SPRINGFIELD, MA01105 SVP-Corporate Relations Signatures /s/ Kerry J. Tomasevich, attorney-in-fact for Mr. Nolan 01/23/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes restricted share units and dividend equivalents thereon. ( 2 )This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 2, 2013. ( 3 )The price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $43.00 to $43.02, inclusive. The reporting person undertakes to provide Northeast Utilities, any security holder of Northeast Utilities, or the staff of the Securities and Exchange Commission, upon request, full information regarding number of shares sold within the range set forth above. ( 4 )Shares held in trust under the Northeast Utilities Service Company 401k Plan, a qualified plan, according to information supplied by the plan's record keeper. ( 5 )Reporting Person's deferred compensation under the NSTAR Deferred Plan which was merged into the NU Deferred Compensation Plan effective January 1, 2014, which deferred compensation is nominally invested as common shares. Each phantom share represents the right to receive 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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