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^*

NOLAN JOSEPH R JR

(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-Corporate Relations

3. Date of Earliest Transaction (Month/Day/Year)
01/21/2014

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	01/21/2014		M		6,560	A	$24.74	63,249⁽¹⁾	D
Common Shares, $5.00 par value	01/21/2014		M		13,995	A	$25.93	77,244⁽¹⁾	D
Common Shares, $5.00 par value	01/21/2014		M		18,368	A	$26.9	95,612⁽¹⁾	D
Common Shares, $5.00 par value	01/21/2014		S⁽²⁾		38,923	D	$43.001⁽³⁾	56,689⁽¹⁾	D
Common Shares, $5.00 par value								15,109⁽⁴⁾	I	401k Plan

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	01/21/2014		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	01/21/2014		M			13,995	01/22/2012	01/22/2019	Common Shares, $5.00 par value	13,995	$0	0	D
Employee Stock Option (Right to Buy)	$26.9	01/21/2014		M			18,368	01/28/2013	01/28/2020	Common Shares, $5.00 par value	18,368	$0	0	D
Phantom Shares	⁽⁵⁾							⁽⁵⁾	⁽⁵⁾	Common Shares, $5.00 par value	48,984⁽⁵⁾		48,984⁽⁵⁾	D

Explanation of Responses:

1. Includes restricted share units and dividend equivalents thereon.

2. This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 2, 2013.

3. The price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $43.00 to $43.02, 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 number of shares sold within the range set forth above.

4. Shares held in trust under the Northeast Utilities Service Company 401k Plan, a qualified plan, according to information supplied by the plan's record keeper.

5. Reporting Person's deferred compensation under the NSTAR Deferred Plan which was merged into the NU Deferred Compensation Plan effective January 1, 2014, which deferred compensation is nominally invested as common shares. Each phantom share represents the right to receive 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/ Kerry J. Tomasevich, attorney-in-fact for Mr. Nolan	01/23/2014
	** 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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