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 MA 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)
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 3,150 A $0 47,294(1) D
Common Shares 04/10/2012 A 6,825(2) A $0 54,119(1) D
Common Shares 04/10/2012 F 1,857 D $47.65 52,262(1) D
Common Shares 04/10/2012 D 37,638 D (3) 14,624 D
Common Shares 04/10/2012 D 6,825 D (4) 7,799 D
Common Shares 04/10/2012 D 7,799 D (5) 0 D
Common Shares 04/10/2012 D 4,183 D (6) 0 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
Employee Stock Option $36.89 04/10/2012 D 7,500 05/03/2010 05/03/2017 Common Shares 7,500 (7) 0 D
Employee Stock Option $32.45 04/10/2012 D 5,000 01/24/2011 01/24/2018 Common Shares 5,000 (8) 0 D
Employee Stock Option $34.02 04/10/2012 D 14,000 01/22/2012 01/22/2019 Common Shares 14,000 (9) 0 D
Employee Stock Option $35.28 04/10/2012 D 12,000 01/28/2013 01/28/2020 Common Shares 12,000 (10) 0 D
Explanation of Responses:
1. Includes 37,638 Phantom Shares (deferred compensation obligations). Each Phantom Share is payable in one Common Share.
2. Represents deferred share units of 3,500 shares that vest in three equal annual installments beginning on 01/27/2012 and 3,325 shares that vest in three equal annual installments beginning on 1/26/2013.
3. Disposition of Phantom Shares pursuant to the merger agreement between issuer and Northeast Utilities ("NU") in exchange for 49,381 NU phantom shares having a market value of $36.79 per share at the effective time of the merger.
4. Disposed of pursuant to the Merger in exchange for a total of 8,954 NU restricted shares subject to time vesting conditions.
5. Disposed of pursuant to the Merger in exchange for a total of 10,232 NU common shares.
6. Disposed of pursuant to the Merger in exchange for 5,488 NU common shares.
7. This option was assumed by NU in the merger and replaced with an option to purchase 9,840 NU Common Shares at a price of $28.12 per share.
8. This option was assumed by NU in the merger and replaced with an option to purchase 6,560 NU Common Shares at a price of $24.74 per share.
9. This option was assumed by NU in the merger and replaced with an option to purchase 18,368 NU Common Shares at a price of $25.93 per share.
10. This option was assumed by NU in the merger and replaced with an option to purchase 15,744 NU Common Shares at a price of $26.90 per share.
/s/ Richard J. Morrison - Attorney in Fact for Christine M. Carmody 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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