Philip J Lembo Form 4 EVERSOURCE ENERGY / PHILIP J LEMBO ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

LEMBO PHILIP J

(Last) (First) (Middle)

C/O EVERSOURCE ENERGY

300 CADWELL DRIVE

(Street)

SPRINGFIELD MA 01104

(City) (State) (Zip)

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
X	Officer (give title below)	Other (specify below)
EVP & Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/26/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	08/26/2019		S		1,256	D	$79.61(1)	40,699(2)	D
Common Shares, $5.00 par value	08/26/2019		G	V	373	D	$0	40,326(2)	D
Common Shares, $5.00 par value	08/26/2019		G	V	373	D	$0	39,953(2)	D
Common Shares, $5.00 par value	08/26/2019		G	V	373	D	$0	39,580(2)	D
Common Shares, $5.00 par value	08/26/2019		G	V	125	D	$0	39,455(2)	D
Common Shares, $5.00 par value	08/26/2019		G	V	125(3)	A	$0	125(4)	I	Lembo Charitable Trust
Common Shares, $5.00 par value	08/26/2019		G	V	3	D	$0	39,452(2)	D
Common Shares, $5.00 par value	08/26/2019		G	V	3(5)	A	$0	535(6)	I	Custodial Account for grandchild
Common Shares, $5.00 par value	08/26/2019		I		3,094	D	$79.94	0(7)	I	401K Plan (Trustee)

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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	(8)	08/26/2019		I			4,080	(8)	(8)	Common Shares, $5.00 par value	4,080(8)	$79.94	0	D

Explanation of Responses:

1. The price in Column 4 is the weighted average price. These shares were sold in two transactions at prices of $79.605 and $79.611. 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 the prices set forth above.

2. Includes restricted share units and dividend equivalents thereon.

3. Bona fide gift to family charitable trust for which the reporting person is the trustee. The reporting person disclaims beneficial ownership of these securities.

4. Represents shares held by a family charitable trust for the benefit of certain members of the reporting person's family, of which the reporting person is the trustee. The reporting person disclaims beneficial ownership of these securities.

5. Bona fide gift to custodial account for which the reporting person is the custodian. The reporting person disclaims beneficial ownership of these securities.

6. These shares are held in an account for the reporting person's minor grandchild and the reporting person is the custodian of the account. The reporting person disclaims ownership of the shares held in the custodial account, and this report is not an admission that the reporting person is the beneficial owner of these shares for purposes of Section 16 or for any other purpose.

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

8. Reporting person's deferred compensation under the Eversource Deferred Compensation Plan, a non-qualified deferred compensation plan, that is nominally invested as common shares. Shares of phantom stock may be transferred by the reporting person into an alternative investment at any time.

	/s/ Kerry J. Tomasevich, attorney-in-fact for Mr. Lembo	08/28/2019
	** Signature of Reporting Person	Date
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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