- Statement of Changes in Beneficial Ownership (4)
April 12 2012 - 3:32PM
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
*
BUTLER GREGORY B
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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)
Sr VP, General Counsel & Secy
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(Last)
(First)
(Middle)
C/O NORTHEAST UTILITIES, 56 PROSPECT STREET
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3. Date of Earliest Transaction
(MM/DD/YYYY)
4/10/2012
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(Street)
HARTFORD, CT 06103
(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, $5.00 par value
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4/10/2012
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A
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42854
(1)
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A
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$0
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149242
(2)
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D
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Common Shares, $5.00 par value
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4031
(3)
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I
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By 401(k) Plan Trustee
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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)
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(4)
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Common Shares, $5.00 par value
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186
(4)
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186
(4)
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D
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Explanation of Responses:
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(
1)
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This acquisition includes awards of shares of Northeast Utilities ("Issuer") common stock and/or restricted stock units made by the Issuer upon the consummation of the Issuer's merger with NSTAR, including pursuant to or in substitution for previously awarded performance-based awards, as further described in Item 11 of the Annual Report on Form 10-K filed by the Issuer on February 24, 2012 under the caption "Executive Compensation-- Long-Term Incentive Programs". Such restricted stock units may be settled only in shares of Issuer common stock and are generally subject to continuing-service vesting conditions.
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(
2)
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Includes restricted share units and dividend equivalents thereon, including 43,055 shares that Mr. Butler holds jointly with his spouse.
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(
3)
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Shares held in trust under the Northeast Utilities Service Company 401k Plan, a qualified plan, according to information supplied by the plan's recordkeeper.
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(
4)
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Matching contributions on reporting person's deferred compensation under the Northeast Utilities Deferred Compensation Plan for Executives, a non-qualified deferred compensation plan, that are nominally invested as common shares. Each phantom share represents the right to receive the cash value of 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.
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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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BUTLER GREGORY B
C/O NORTHEAST UTILITIES
56 PROSPECT STREET
HARTFORD, CT 06103
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Sr VP, General Counsel & Secy
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Signatures
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/s/ Gregory B. Butler
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4/12/2012
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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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