SEC FORM 4

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^*

SCHWEIGER WERNER J

(Last)

(First)

(Middle)

C/O EVERSOURCE ENERGY

300 CADWELL DRIVE

(Street)

SPRINGFIELD

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)
	Executive VP and COO

3. Date of Earliest Transaction (Month/Day/Year)
02/05/2020

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares, $5.00 par value	02/05/2020		A		9,235⁽¹⁾	A	$0	171,954⁽²⁾	D
Common Shares, $5.00 par value	02/05/2020		A		19,231⁽³⁾	A	$0	191,186⁽²⁾	D
Common Shares, $5.00 par value	01/05/2015		S		12,499⁽⁴⁾	D	$53.6407	23,825	I	By Werner Schweiger Trust
Common Shares, $5.00 par value	01/06/2015		S		12,500⁽⁴⁾	D	$54	11,325	I	By Werner Schweiger Trust
Common Shares, $5.00 par value	05/14/2015		G	V	5,007⁽⁵⁾	D	$0	105,517	D
Common Shares, $5.00 par value	05/14/2015		G	V	5,007⁽⁵⁾	A	$0	16,332	I	By Werner Schweiger Trust
Common Shares, $5.00 par value	02/23/2016		S		896⁽⁶⁾	D	$56	15,436	I	By Werner Schweiger Trust
Common Shares, $5.00 par value	02/24/2016		S		4,104⁽⁶⁾	D	$56	11,332	I	By Werner Schweiger Trust
Common Shares, $5.00 par value	02/24/2016		S		5,000⁽⁶⁾	D	$56	5,437	I	By Linda Schweiger Trust
Common Shares, $5.00 par value	03/08/2016		S		5,000⁽⁷⁾	D	$57	6,332	I	By Werner Schweiger Trust
Common Shares, $5.00 par value	03/08/2016		S		5,000⁽⁷⁾	D	$57	437	I	By Linda Schweiger Trust
Common Shares, $5.00 par value								582⁽⁸⁾	I	401k Plan (Trustee)
Common Shares, $5.00 par value								4,596⁽⁹⁾	I	By Werner Schweiger Trust
Common Shares, $5.00 par value								437⁽⁹⁾	I	By Linda Schweiger Trust
Common Shares, $5.00 par value								433⁽⁹⁾	I	Custodial Account for Grandchild
Common Shares, $5.00 par value								101,223⁽¹⁰⁾	D
Common Shares, $5.00 par value								36,324⁽¹¹⁾	I	By Werner Schweiger Trust
Common Shares, $5.00 par value								10,437⁽¹¹⁾	I	By Linda Schweiger Trust

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Phantom Shares	⁽¹²⁾							⁽¹²⁾	⁽¹²⁾	Common Shares, $5.00 par value	61,171⁽¹²⁾		61,171⁽¹²⁾	D

Explanation of Responses:

1. Grant of restricted share units (RSUs) which vest in three equal installments on February 5, 2021, 2022 and 2023. Restricted share units are distributable in Eversource Energy common shares on a one-for-one basis. RSU holders are entitled to receive dividend equivalents, exempt from line item reporting under SEC Rule 16a-11, to the same extent dividends are paid on common shares.

2. Includes deferred shares, restricted share units and dividend equivalents thereon.

3. Performance shares and dividend equivalent shares for the 2017-2019 Long-Term Incentive Program as determined on February 5, 2020.

4. A Form 4 filed on January 7, 2015 reported the sale of these shares by the Reporting Person. All of these shares were instead sold by the Werner Schweiger Trust, of which the Reporting Person is the trustee and the beneficiary (the "Werner Schweiger Trust"). All other details of these transactions remain unchanged from the original Form 4. This relates to a previously disclosed transaction and does not represent a current sale.

5. These shares were contributed for no consideration to the Werner Schweiger Trust on May 14, 2015.

6. A Form 4 filed on February 25, 2016 reported the sale by the Reporting Person of 896 shares on February 23, 2016 and 9,104 shares on February 24, 2016. Instead, the 896 shares sold on February 23, 2016 and 4,104 of the 9,104 shares sold on February 24, 2016 were sold by the Werner Schweiger Trust. The remaining 5,000 of the 9,104 shares sold on February 24, 2016 were sold by the Linda Schweiger Trust, of which the Reporting Person's spouse is the trustee and a beneficiary (the "Linda Schweiger Trust"). All other details of these transactions remain unchanged from the original Form 4. This relates to a previously disclosed transaction and does not represent a current sale.

7. A Form 4 filed on March 10, 2016 reported the sale by the Reporting Person of 10,000 shares on March 8, 2016. Instead, 5,000 of these shares were sold by the Werner Schweiger Trust and 5,000 shares were sold by the Linda Schweiger Trust. All other details of these transactions remain unchanged from the original Form 4. This relates to a previously disclosed transaction and does not represent a current sale.

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

9. At February 5, 2020.

10. Shares owned directly by the Reporting Person on September 2, 2014. On the Form 3 filed on September 3, 2014, the number of shares owned directly by the Reporting Person was inadvertently overstated by 62,872 shares.

11. These shares were inadvertently omitted from the Form 3 filed on September 3, 2014 and from subsequent Section 16 filings.

12. 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. Schweiger	02/07/2020
	** 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).
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