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^*

BUTLER GREGORY B

(Last)

(First)

(Middle)

C/O NORTHEAST UTILITIES

56 PROSPECT STREET

(Street)

HARTFORD

06103

(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)
	Sr VP and General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
11/16/2010

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	11/16/2010		A		48,077⁽¹⁾	A	$31.2	122,832.544⁽²⁾	D
Common Shares, $5.00 par value								3,645.936⁽³⁾	I	By 401(k) Plan Trustee

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⁾							⁽⁴⁾	⁽⁴⁾	Common Shares, $5.00 par value	369.473⁽⁴⁾		369.473⁽⁴⁾	I	Deferred Comp Plan

Explanation of Responses:

1. Grant of restricted share units pursuant to the terms of the NU Incentive Plan representing an award to Mr. Butler that is scheduled to vest in full: (i) three years from the closing date under the merger agreement between Northeast Utilities and NSTAR; (ii) on involuntary termination of employment prior to such date (subject to reduction for severance payments); and (iii) upon earlier death or disability. Upon vesting, the holder of the restricted share units is entitled to receive Northeast Utilities common shares on a one-for-one basis, less applicable withholding.

2. Includes restricted share units and dividend equivalents thereon, including 44,251shares that Mr. Butler holds jointly with his spouse.

3. Shares held in trust under the Northeast Utilities Service Company 401K Plan, a qualified plan, as of November 16, 2010, according to information supplied by the plan's record keeper.

4. The reporting person holds phantom shares of NU common under the Northeast Utilities Deferred Compensation Plan for Executives, a non-qualified plan (the DCP), made as matching contributions under the DCP. Each phantom share represents the right to receive the cash value of one share of NU common upon a distribution event. Additional phantom shares are issued from the automatic reinvestment of dividend-equivalents exempt from line item reporting under SEC Rule 16a-11.

	/s/ Gregory B. Butler	11/18/2010
	** 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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