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^*

Carmody Christine M

(Last)

(First)

(Middle)

800 BOYLSTON STREET

(Street)

BOSTON

02199

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NSTAR/MA [ NST ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP - Human Resources

3. Date of Earliest Transaction (Month/Day/Year)
01/27/2011

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	01/27/2011		A		3,500⁽¹⁾	A	$43.26	12,855⁽²⁾	I	Deferred Compensation Trust
Common Shares	01/28/2011		F		370⁽³⁾	D	$43.27	12,485	I	Deferred Compensation Trust
Common Shares	01/27/2011		A		2,093	A	⁽⁴⁾	2,093	D
Common Shares	01/28/2011		F		30⁽³⁾	D	$43.27	2,063	D
Common Shares								4,633⁽⁵⁾	D
NSTAR 401(k) Shares								3,418⁽⁶⁾	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)
Option to Purchase Common Shares	$36.89							05/03/2010	05/03/2017	Common Shares	7,500		7,500	D
Option to Puchase Common Shares	$32.45							01/24/2011	01/24/2018	Common Shares	5,000		5,000	D
Option to Purchase Common Shares	$34.02							01/22/2012	01/22/2019	Common Shares	14,000		14,000	D
Option to Purchase Common Shares	$35.28							01/28/2013	01/28/2020	Common Shares	12,000		12,000	D
Deferred Shares	⁽⁷⁾							⁽⁷⁾	⁽⁷⁾	Common Shares	18,300		18,300	D

Explanation of Responses:

1. Of the Award of 3,500 Deferred Shares awarded on 1/27/11, the award vests one-third each on 1/27/12, 1/27/13 and 1/27/14

2. Total includes 6,255 fully vested shares and shares accumulated through the dividend reinvestment plan and 6,600 unvested shares

3. Total represents the surrender of shares to satisfy required tax obligations

4. Total represents the delivery of shares and dividend equivalent shares upon vesting of performance shares awarded in 2008

5. Total includes deferred compensation award that vested that Participant elected not to defer once vested, transferred to direct registered account

6. Includes shares acquired through the NSTAR 401(k) Plan and through the dividend reinvestment plan

7. The deferred shares will vest three years from the date of closing of the contemplated merger between NSTAR and Northeast Utilities at which time the reporting person will have the right to receive Northeast Utilities Common Shares based on a conversion ratio of 1.312

Remarks:

	Richard J. Morrison - Attorney in Fact for Christine M. Carmody	01/31/2011
	** 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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