- Statement of Changes in Beneficial Ownership (4)
May 16 2012 - 5:55PM
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
*
NOLAN JOSEPH R JR
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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)
SVP-Corporate Relations
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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)
5/14/2012
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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, $5.00 par value
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5/14/2012
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S
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22336
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D
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$36.146
(1)
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10496
(2)
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D
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Common Shares, $5.00 par value
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14277
(3)
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I
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401k Plan
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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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102775
(4)
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102775
(4)
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D
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Employee Stock Option (Right to Buy)
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$24.74
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1/24/2011
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1/24/2018
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Common Shares, $5.00 par value
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6560
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6560
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D
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Employee Stock Option (Right to Buy)
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$25.93
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1/22/2012
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1/22/2019
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Common Shares, $5.00 par value
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13995
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13995
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D
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Employee Stock Option (Right to Buy)
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$26.90
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1/28/2013
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1/28/2020
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Common Shares, $5.00 par value
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18368
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18368
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D
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Explanation of Responses:
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(
1)
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The transaction was executed in multiple trades at prices ranging from $36.105 to $36.205. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
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(
2)
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Consists of restricted share units.
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(
3)
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Shares held in trust under the NSTAR Savings Plan.
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(
4)
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Matching contributions on reporting person's deferred compensation under the NSTAR 2007 Long Term Incentive Plan, 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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NOLAN JOSEPH R JR
ONE FEDERAL STREET, BUILDING 111-4
SPRINGFIELD, MA 01105
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SVP-Corporate Relations
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Signatures
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/s/ Richard J. Morrison, attorney-in-fact for Mr. Nolan
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5/16/2012
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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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