X0305 4 2012-05-11 0000072741 NORTHEAST UTILITIES NU 0001314616 Olivier Leon J C/O NORTHEAST UTILITIES 56 PROSPECT STREET HARTFORD CT 06103 1 Executive VP and COO Common Shares, $5.00 par value 2012-05-11 4 F 0 2830 36.46 D 176989 D Common Shares, $5.00 par value 2353 I By 401(k) Plan Trustee Phantom Shares Common Shares, $5.00 par value 2934 2934 D Reduction of restricted share units on distribution effected May 11, 2012 to satisfy tax withholding obligations in connection with a transaction, regarding the conversion of shares upon consummation of the Issuer's merger with NSTAR, previously reported on April 12, 2012. Includes restricted share units and dividend equivalents thereon. Shares held in trust under the Northeast Utilities Service Company 401k Plan, a qualified plan, according to information supplied by the plan's recordkeeper. Matching contributions on reporting person's deferred compensation under the Northeast Utilities Deferred Compensation Plan for Executives, a non-qualified deferred compensation plan, that are nominally invested as common shares. Each phantom share represents the right to receive the cash value of one NU common share upon a distribution event, following vesting. Additional phantom shares are issued upon the automatic reinvestment of dividend-equivalents exempt from the line item reporting under SEC Rule 16a-11. /s/Jeffrey C. Miller, attorney in fact for Mr. Olivier 2012-05-15