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)

C/O NORTHEAST UTILITIES

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 - Human Resources

3. Date of Earliest Transaction (Month/Day/Year)
03/07/2013

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	03/07/2013		M		6,560	A	$24.74	62,121⁽¹⁾	D
Common Shares, $5.00 par value	03/07/2013		M		9,500	A	$25.93	71,621⁽¹⁾	D
Common Shares, $5.00 par value	03/07/2013		S		16,060	D	$42.5765⁽²⁾	55,561⁽¹⁾	D
Common Shares, $5.00 par value								5,922⁽³⁾	I	401k

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)
Employee Stock Option (Right to Buy)	$24.74	03/07/2013		M			6,560	01/24/2011	01/24/2018	Common Shares, $5.00 par value	6,560	$0	0	D
Employee Stock Option (Right to Buy)	$25.93	03/07/2013		M			9,500	01/22/2012	01/22/2019	Common Shares, $5.00 par value	9,500	$0	8,868	D
Phantom Shares	⁽⁴⁾							⁽⁴⁾	⁽⁴⁾	Common Shares, $5.00 par value	17,019⁽⁴⁾		17,019⁽⁴⁾	D

Explanation of Responses:

1. Includes restricted share units and dividend equivalents thereon.

2. The price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $42.43 to $42.69, inclusive. The reporting person undertakes to provide Northeast Utilities, any security holder of Northeast Utilities, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

3. Shares held in trust under the NSTAR 401k Plan, a qualified plan, according to information supplied by the plan's record keeper.

4. Phantom shares held in the NSTAR Deferred Compensation Plan. Each phantom share represents the right to receive one common share upon distribution, following vesting. The reporting person is eligible to receive dividend equivalents on outstanding phantom shares, exempt from the line item reporting under SEC Rule 16a-11.

	/s/ Richard J. Morrison, attorney-in-fact for Ms. Carmody	03/07/2013
	** 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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