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)
ONE FEDERAL STREET, BUILDING 111-4
(Street)
SPRINGFIELD MA 01105
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
NORTHEAST UTILITIES [ NU ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
President, CEO & Trustee
3. Date of Earliest Transaction (Month/Day/Year)
04/10/2012
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 04/10/2012 A 101,680 A (1) 101,680 D
Common Shares 04/10/2012 A 160,637 A (2) 262,317 D
Common Shares 04/10/2012 A 60,097 A (3) 60,097 I By 401(k)
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 (4) 04/10/2012 A 904,534 (4) (4) Common Shares 904,534 (4) 904,534 D
Employee Stock Option $18.45 04/10/2012 A 262,400 04/28/2007 04/28/2014 Common Shares 262,400 (5) 262,400 D
Employee Stock Option $22.57 04/10/2012 A 262,400 06/09/2008 06/09/2015 Common Shares 262,400 (6) 262,400 D
Employee Stock Option $21.14 04/10/2012 A 262,400 04/27/2009 04/27/2016 Common Shares 262,400 (7) 262,400 D
Employee Stock Option $28.12 04/10/2012 A 244,032 05/03/2010 05/03/2017 Common Shares 244,032 (8) 244,032 D
Employee Stock Option $24.74 04/10/2012 A 196,800 01/24/2011 01/24/2018 Common Shares 196,800 (9) 196,800 D
Employee Stock Option $25.93 04/10/2012 A 208,608 01/22/2012 01/22/2019 Common Shares 208,608 (10) 208,608 D
Employee Stock Option $26.9 04/10/2012 A 174,496 01/28/2013 01/28/2020 Common Shares 174,496 (11) 174,496 D
Explanation of Responses:
1. Restricted share units, received in exchange for 77,500 deferred share units of NSTAR in connection with the merger of NSTAR into Northeast Utilities (the "Merger"). On the date prior to the effective time of the Merger,the closing price of NSTAR's common shares was $47.65 per share, and the closing price of NU's common shares was $36.79 per share.
2. Received in exchange for 122,437 common shares of NSTAR pursuant to the Merger.
3. Received in exchange for 45,806 common shares of NSTAR in connection with the Merger.
4. Received in exchange for 689,432 phantom shares of NSTAR (deferred compensation obligation). Each phantom share is payable in one common share.
5. Received in the Merger in exchange for an employee stock option to acquire 200,000 shares of NSTAR for $24.20 per share.
6. Received in the Merger in exchange for an employee stock option to acquire 200,000 shares of NSTAR for $29.60 per share.
7. Received in the Merger in exchange for an employee stock option to acquire 200,000 shares of NSTAR for $27.73 per share.
8. Received in the Merger in exchange for an employee stock option to acquire 186,000 shares of NSTAR for $36.89 per share.
9. Received in the Merger in exchange for an employee stock option to acquire 150,000 shares of NSTAR for $32.45 per share.
10. Received in the Merger in exchange for an employee stock option to acquire 159,000 shares of NSTAR for $34.02 per share.
11. Received in the Merger in exchange for an employee stock option to acquire 133,000 shares of NSTAR for $35.28 per share.
/s/ Richard J. Morrison - Attorney in Fact for Thomas J. May 04/10/2012
** 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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