FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

MAY THOMAS J 		2. Issuer Name and Ticker or Trading Symbol

EVERSOURCE ENERGY [ ES ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
_____ Officer (give title below)      __ X __ Other (specify below)
Chrmn of the Board & Trustee
(Last)          (First)          (Middle)

C/O EVERSOURCE ENERGY, 300 CADWELL DRIVE 		3. Date of Earliest Transaction (MM/DD/YYYY)

10/5/2016
(Street)

SPRINGFIELD, MA 01104
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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, $5.00 par value   10/5/2016     M    883770   (1) A   (1) 1201426   (2) D    
Common Shares, $5.00 par value   10/5/2016     F    321928   (3) D $52.56   879498   (2) D    
Common Shares, $5.00 par value                  70678   (4) I   401k Plan  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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
Phantom Shares     (1) 10/5/2016     M         883770   (5)     (5)   (5) Common Shares, $5.00 par value   883770     (1) 52452   D    

Explanation of Responses:
( 1)  These shares constitute equity compensation earned by Mr. May as an executive employee over the period 1997 - 2005, the receipt of which was deferred by Mr. May pursuant to the registrant's non-qualified deferred compensation plan. This equity compensation has been disclosed in the registrant's proxy statements and reported on previously filed Forms 4. The shares are being distributed in accordance with the terms of the plan, which requires timely distribution and receipt at the beginning of the first quarter following retirement, except as required by IRS 409A regulations. This line discloses the acquisition by conversion of the previously reported deferred equity compensation, in the form of common share stock equivalents (phantom shares), which had a total cost to the registrant and value at award to Mr. May of approximately $7.5 million. The distribution of shares had no further impact on compensation expense to the registrant. The value of such shares has increased substantially through stock price appreciation that took place during the term of Mr. May's leadership and also through the accumulation of additional shares through dividend reinvestment. Each stock equivalent phantom share was settled for and represented the economic equivalent of one Eversource common share.
( 2)  Includes the converted stock equivalent phantom shares noted in line 1, column 4, shares held in brokerage accounts, deferred shares awarded in July, 2016 as equity compensation for service as Chairman of the Board following Mr. May's retirement on June 30, 2016, and dividend equivalents thereon.
( 3)  Withholding by the registrant of common shares to satisfy current Federal and state tax withholding applicable to the conversion and distribution of deferred stock equivalent phantom shares. Because the receipt of the shares was deferred, tax withholding obligations arise upon their receipt by Mr. May as actual common shares. No proceeds of the disposition of shares to satisfy tax withholding obligations will be paid to Mr. May.
( 4)  Shares held in trust under the Eversource 401k Plan, a qualified plan, according to information supplied by the Plan's record keeper.
( 5)  Represents the disposition by conversion of the same deferred stock equivalent phantom shares disclosed as acquired common shares in Table I. Each share represents the right to receive one Eversource common share upon a distribution event. Additional phantom shares are issued upon the automatic reinvestment of dividend-equivalents exempt from line item reporting under SEC Rule 16a-11.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
MAY THOMAS J
C/O EVERSOURCE ENERGY
300 CADWELL DRIVE
SPRINGFIELD, MA 01104


Chrmn of the Board & Trustee

Signatures
/s/ Richard J Morrison, attorney-in-fact for Mr. May 10/7/2016
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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.
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