Sec Form 4 Filing - MAY THOMAS J @ EVERSOURCE ENERGY - 2017-03-01

Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security.

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The following is an SEC EDGAR document rendered as filed.
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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 *
MAY THOMAS J
2. Issuer Name and Ticker or Trading Symbol
EVERSOURCE ENERGY [ ES]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
Chrmn of the Board & Trustee
(Last)
(First)
(Middle)
C/O EVERSOURCE ENERGY, 300 CADWELL DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
03/01/2017
(Street)
SPRINGFIELD, MA01104
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 03/01/2017 M 52,875 A 258,830 ( 2 ) D
Common Shares, $5.00 par value 03/01/2017 F 23,635 ( 3 ) D $ 54.7 235,195 ( 2 ) D
Common Shares, $5.00 par value 03/03/2017 S 64,164 D $ 58.1531 ( 4 ) 171,031 ( 2 ) D
Common Shares, $5.00 par value 71,076 ( 5 ) I 401k Plan
Common Shares, $5.00 par value 1,842 I May Family Investments LLC
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 ( 6 ) 03/01/2017 ( 6 ) M 52,875 ( 6 ) ( 6 ) ( 6 ) Common Shares, $5.00 par value 52,875 ( 6 ) ( 1 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MAY THOMAS J
C/O EVERSOURCE ENERGY
300 CADWELL DRIVE
SPRINGFIELD, MA01104
Chrmn of the Board & Trustee
Signatures
/s/ Kerry J. Tomasevich, attorney-in-fact for Mr. May 03/03/2017
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )These shares constitute remaining previously disclosed equity compensation earned by Mr. May pursuant to the registrant's non-qualified deferred compensation plan. The shares were distributed in accordance with the terms of the plan, which delayed the distribution of this portion of such equity compensation as required by IRS 409A regulations. Each stock equivalent phantom share was settled for and represented the economic equivalent of one Eversource common share.
( 2 )Includes restricted share units and dividend equivalents thereon.
( 3 )Shares withheld to satisfy tax withholding obligation.
( 4 )The price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $58.00 to $58.385, 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.
( 5 )Shares held in trust under the Eversource 401k Plan, a qualified plan, according to information supplied by the Plan's record keeper.
( 6 )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.

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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