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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Phantom Shares | (3) | 01/30/2009 | A | 1,030 | (3) | (3) | Common Shares | 1,030 | $ 25.33 | 6,252 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| SHIVERY CHARLES W C/O NORTHEAST UTILITIES 107 SELDEN STREET BERLIN, CT 06037 |
Chair of the Bd, Pres & CEO | Trustee | ||
| Charles W. Shivery | 02/03/2009 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Includes restricted share units and dividend equivalents thereon. In addition, the reporting person holds 29,024 options to purchase Common Shares, previously reported on Form 4. Included among shares directly held are 418 shares acquired on July 31, 2008 pursuant to Northeast Utilities Employee Stock Purchase Plan II, a Section 423(b) plan under the Internal Revenue Code, which shares are exempt from Form 4 reporting. Of the total shares owned, the reporting person holds 1,500 of these shares jointly with his spouse. |
| (2) | Shares held in trust under the Northeast Utilities Service Company 401K Plan, a qualified plan, as of January 30, 2009, according to information supplied by the Plan's recordkeeper. |
| (3) | Matching contribution of reporting person's deferred compensation contributions in 2008 under the Northeast Utilities Deferred Compensation Plan for Executives, a non-qualified deferred compensation plan, that are nominally invested as Common Shares (hereby referred to as phantom shares). While the average share price for the matching contributions was $25.33, the actual price was determined on the applicable payroll date on which the deferred compensation contribution was made. Each phantom share represents the right to receive the cash value of one share of NU common 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. |