0001127602-16-064553.txt : 20161007 0001127602-16-064553.hdr.sgml : 20161007 20161007174036 ACCESSION NUMBER: 0001127602-16-064553 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20161005 FILED AS OF DATE: 20161007 DATE AS OF CHANGE: 20161007 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: EVERSOURCE ENERGY CENTRAL INDEX KEY: 0000072741 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 042147929 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 300 CADWELL DRIVE CITY: SPRINGFIELD STATE: MA ZIP: 01104 BUSINESS PHONE: 8606655000 MAIL ADDRESS: STREET 1: 107 SELDEN ST CITY: BERLIN STATE: CT ZIP: 06037-1616 FORMER COMPANY: FORMER CONFORMED NAME: NORTHEAST UTILITIES DATE OF NAME CHANGE: 20041201 FORMER COMPANY: FORMER CONFORMED NAME: NORTHEAST UTILITIES SYSTEM DATE OF NAME CHANGE: 19961121 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MAY THOMAS J CENTRAL INDEX KEY: 0001101384 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-05324 FILM NUMBER: 161928781 MAIL ADDRESS: STREET 1: C/O NORTHEAST UTILITIES STREET 2: ONE FEDERAL STREET, BUILDING 111-4 CITY: SPRINGFIELD STATE: MA ZIP: 01105 4 1 form4.xml PRIMARY DOCUMENT X0306 4 2016-10-05 0000072741 EVERSOURCE ENERGY ES 0001101384 MAY THOMAS J C/O EVERSOURCE ENERGY 300 CADWELL DRIVE SPRINGFIELD MA 01104 1 Chrmn of the Board & Trustee Common Shares, $5.00 par value 2016-10-05 4 M 0 883770 A 1201426 D Common Shares, $5.00 par value 2016-10-05 4 F 0 321928 52.56 D 879498 D Common Shares, $5.00 par value 70678 I 401k Plan Phantom Shares 2016-10-05 4 M 0 883770 D Common Shares, $5.00 par value 883770 52452 D These shares constitute equity compensation earned by Mr. May as an executive employee over the period 1997 - 2005, the receipt of which was deferred by Mr. May pursuant to the registrant's non-qualified deferred compensation plan. This equity compensation has been disclosed in the registrant's proxy statements and reported on previously filed Forms 4. The shares are being distributed in accordance with the terms of the plan, which requires timely distribution and receipt at the beginning of the first quarter following retirement, except as required by IRS 409A regulations. This line discloses the acquisition by conversion of the previously reported deferred equity compensation, in the form of common share stock equivalents (phantom shares), which had a total cost to the registrant and value at award to Mr. May of approximately $7.5 million. The distribution of shares had no further impact on compensation expense to the registrant. The value of such shares has increased substantially through stock price appreciation that took place during the term of Mr. May's leadership and also through the accumulation of additional shares through dividend reinvestment. Each stock equivalent phantom share was settled for and represented the economic equivalent of one Eversource common share. Includes the converted stock equivalent phantom shares noted in line 1, column 4, shares held in brokerage accounts, deferred shares awarded in July, 2016 as equity compensation for service as Chairman of the Board following Mr. May's retirement on June 30, 2016, and dividend equivalents thereon. Withholding by the registrant of common shares to satisfy current Federal and state tax withholding applicable to the conversion and distribution of deferred stock equivalent phantom shares. Because the receipt of the shares was deferred, tax withholding obligations arise upon their receipt by Mr. May as actual common shares. No proceeds of the disposition of shares to satisfy tax withholding obligations will be paid to Mr. May. Shares held in trust under the Eversource 401k Plan, a qualified plan, according to information supplied by the Plan's record keeper. Represents the disposition by conversion of the same deferred stock equivalent phantom shares disclosed as acquired common shares in Table I. Each share represents the right to receive one Eversource common share upon a distribution event. Additional phantom shares are issued upon the automatic reinvestment of dividend-equivalents exempt from line item reporting under SEC Rule 16a-11. /s/ Richard J Morrison, attorney-in-fact for Mr. May 2016-10-07