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^*

NOLAN JOSEPH R JR

(Last)

(First)

(Middle)

ONE FEDERAL STREET, BUILDING 111-4

(Street)

SPRINGFIELD

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)
	SVP-Corporate Relations

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)
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	04/10/2012		A		10,496	A	⁽¹⁾	10,496	D
Common Shares	04/10/2012		A		18,121	A	⁽²⁾	28,617	D
Common Shares	04/10/2012		A		14,277	A	⁽³⁾	14,227	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)
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	⁽⁴⁾	04/10/2012		A		95,736		⁽⁴⁾	⁽⁴⁾	Common Shares	95,736	⁽⁴⁾	95,736	D
Employee Stock Option	$24.74	04/10/2012		A		6,560		01/24/2011	01/24/2018	Common Shares	6,560	⁽⁵⁾	6,560	D
Employee Stock Option	$25.93	04/10/2012		A		13,995		01/22/2012	01/22/2019	Common Shares	13,995	⁽⁶⁾	13,995	D
Employee Stock Option	$26.9	04/10/2012		A		18,368		01/28/2013	01/28/2020	Common Shares	18,368	⁽⁷⁾	18,368	D

Explanation of Responses:

1. Restricted share units, received in exchange for 8000 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 13,812 common shares of NSTAR pursuant to the Merger.

3. Received in exchange for 10,882 common shares of NSTAR in connection with the Merger.

4. Received in exchange for 72,970 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 5,000 shares of NSTAR for $32.45 per share.

6. Received in the Merger in exchange for an employee stock option to acquire 10,667 shares of NSTAR for $34.02 per share.

7. Received in the Merger in exchange for an employee stock option to acquire 14,000 shares of NSTAR for $35.28 per share.

	/s/ Richard J. Morrison - Attorney in Fact for Joseph R. Nolan, Jr.	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).
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