Eversource Energy (ES) Form 4 EVERSOURCE ENERGY / THOMAS J MAY 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^*

MAY THOMAS 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
	Officer (give title below)	X	Other (specify below)
Chrmn of the Board & Trustee

3. Date of Earliest Transaction (Month/Day/Year)
01/04/2017

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	01/04/2017		S(1)		40,000	D	$55.2619(2)	121,842(3)	I	May Family Investments LLC
Common Shares, $5.00 par value	01/05/2017		S(1)		40,000	D	$55.13(4)	81,842(3)	I	May Family Investments LLC
Common Shares, $5.00 par value	01/06/2017		S(1)		40,000	D	$55.1979(5)	41,842(3)	I	May Family Investments LLC
Common Shares, $5.00 par value								71,148(6)	I	401k Plan
Common Shares, $5.00 par value								198,093(7)	D

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)							(8)	(8)	Common Shares, $5.00 par value	52,875(8)		52,875(8)	D

Explanation of Responses:

1. This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 9, 2016.

2. The price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $54.95 to $55.59, 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.

3. Represents common shares held by a limited liability company, the members of which consist of the reporting person's spouse and a family trust for the benefit of certain members of the reporting person's family, of which the reporting person's spouse is a trustee. The reporting person disclaims beneficial ownership of these securities.

4. The price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $54.80 to $55.38, 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. The price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $54.77 to $55.475, 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.

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

7. Includes restricted share units and dividend equivalents thereon.

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. 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.

	/s/ Kerry J. Tomasevich, attorney-in-fact for Mr. May	01/06/2017
	** Signature of Reporting Person	Date
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