- Statement of Changes in Beneficial Ownership (4)
April 10 2012 - 6:45PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
MAY THOMAS J
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2. Issuer Name
and
Ticker or Trading Symbol
NORTHEAST UTILITIES
[
NU
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
President, CEO & Trustee
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(Last)
(First)
(Middle)
ONE FEDERAL STREET, BUILDING 111-4
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3. Date of Earliest Transaction
(MM/DD/YYYY)
4/10/2012
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(Street)
SPRINGFIELD, MA 01105
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Shares
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4/10/2012
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A
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101680
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A
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(1)
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101680
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D
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Common Shares
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4/10/2012
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A
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160637
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A
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(2)
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262317
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D
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Common Shares
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4/10/2012
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A
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60097
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A
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(3)
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60097
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I
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By 401(k)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Phantom Shares
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(4)
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4/10/2012
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A
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904534
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(4)
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(4)
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Common Shares
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904534
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(4)
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904534
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D
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Employee Stock Option
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$18.45
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4/10/2012
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A
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262400
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4/28/2007
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4/28/2014
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Common Shares
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262400
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(5)
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262400
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D
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Employee Stock Option
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$22.57
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4/10/2012
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A
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262400
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6/9/2008
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6/9/2015
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Common Shares
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262400
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(6)
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262400
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D
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Employee Stock Option
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$21.14
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4/10/2012
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A
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262400
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4/27/2009
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4/27/2016
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Common Shares
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262400
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(7)
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262400
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D
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Employee Stock Option
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$28.12
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4/10/2012
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A
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244032
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5/3/2010
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5/3/2017
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Common Shares
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244032
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(8)
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244032
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D
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Employee Stock Option
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$24.74
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4/10/2012
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A
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196800
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1/24/2011
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1/24/2018
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Common Shares
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196800
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(9)
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196800
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D
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Employee Stock Option
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$25.93
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4/10/2012
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A
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208608
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1/22/2012
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1/22/2019
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Common Shares
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208608
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(10)
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208608
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D
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Employee Stock Option
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$26.90
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4/10/2012
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A
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174496
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1/28/2013
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1/28/2020
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Common Shares
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174496
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(11)
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174496
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D
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Explanation of Responses:
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(
1)
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Restricted share units, received in exchange for 77,500 deferred share units of NSTAR in connection with the merger of NSTAR into Northeast Utilities (the "Merger"). On the date prior to the effective time of the Merger,the closing price of NSTAR's common shares was $47.65 per share, and the closing price of NU's common shares was $36.79 per share.
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(
2)
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Received in exchange for 122,437 common shares of NSTAR pursuant to the Merger.
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(
3)
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Received in exchange for 45,806 common shares of NSTAR in connection with the Merger.
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(
4)
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Received in exchange for 689,432 phantom shares of NSTAR (deferred compensation obligation). Each phantom share is payable in one common share.
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(
5)
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Received in the Merger in exchange for an employee stock option to acquire 200,000 shares of NSTAR for $24.20 per share.
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(
6)
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Received in the Merger in exchange for an employee stock option to acquire 200,000 shares of NSTAR for $29.60 per share.
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(
7)
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Received in the Merger in exchange for an employee stock option to acquire 200,000 shares of NSTAR for $27.73 per share.
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(
8)
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Received in the Merger in exchange for an employee stock option to acquire 186,000 shares of NSTAR for $36.89 per share.
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(
9)
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Received in the Merger in exchange for an employee stock option to acquire 150,000 shares of NSTAR for $32.45 per share.
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(
10)
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Received in the Merger in exchange for an employee stock option to acquire 159,000 shares of NSTAR for $34.02 per share.
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(
11)
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Received in the Merger in exchange for an employee stock option to acquire 133,000 shares of NSTAR for $35.28 per share.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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MAY THOMAS J
ONE FEDERAL STREET, BUILDING 111-4
SPRINGFIELD, MA 01105
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President, CEO & Trustee
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Signatures
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/s/ Richard J. Morrison - Attorney in Fact for Thomas J. May
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4/10/2012
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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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