Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Eversource Energy

In addition to the information below under "Securities Authorized for Issuance Under Equity Compensation Plans," incorporated herein by reference is the information contained in the sections "Common Share Ownership of Certain Beneficial Owners" and "Common Share Ownership of Trustees and Management" of Eversource Energy's definitive proxy statement for solicitation of proxies, expected to be filed with the SEC on or about March 26, 2020.

NSTAR ELECTRIC and PSNH

Certain information required by this Item 12 has been omitted for NSTAR Electric and PSNH pursuant to Instruction I(2)(c) to Form 10-K, Omission of Information by Certain Wholly-Owned Subsidiaries.

CL&P

COMMON SHARE OWNERSHIP OF DIRECTORS AND MANAGEMENT

Eversource Energy owns 100 percent of the outstanding common stock of CL&P. The table below shows the number of Eversource Energy common shares beneficially owned as of February 18, 2020, by each of CL&P's directors and each Named Executive Officer of CL&P, as well as the number of Eversource Energy common shares beneficially owned by all of CL&P's directors and executive officers as a group. The table also includes information about restricted share units and deferred shares credited to the accounts of CL&P's directors and executive officers under certain compensation and benefit plans. No equity securities of CL&P are owned by any of the Trustees, directors or executive officers of Eversource Energy or CL&P. The address for the shareholders listed below is c/o Eversource Energy, Prudential Center, 800 Boylston Street, Boston, Massachusetts 02199 for Messrs. Judge, Lembo, Nolan and Schweiger; c/o Eversource Energy, 56 Prospect Street, Hartford, Connecticut 06103-2818 for Mr. Butler.



Name of Beneficial Owner	Amount and Nature of Beneficial Ownership (1)(2)(3)		Percent of Class
James J. Judge, Chairman of CL&P	312,760		*
Philip J. Lembo, Executive Vice President and Chief Financial Officer, Director of CL&P	63,017	(4)	*
Werner J. Schweiger, Chief Executive Officer, Director of CL&P	253,158	(5)	*
Gregory B. Butler, Executive Vice President and General Counsel, Director of CL&P	95,143		*
Joseph R. Nolan, Jr., Executive Vice President-Strategy, Customer and Corporate Relations of Eversource Service	111,473		*
All directors and executive officers as a group (7 persons)	912,459	(6)	*


*	Less than 1 percent of Eversource Energy common shares outstanding.


1.	The persons named in the table have sole voting and investment power with respect to all shares beneficially owned by each of them, except as noted below.


2.	Includes restricted share units, deferred restricted share units and/or deferred shares, including dividend equivalents, as to which none of the individuals has voting or investment power, and phantom shares held by executive officers who participate in a deferred compensation plan as follows: Mr. Judge: 178,116 shares; Mr. Lembo: 19,337; Mr. Schweiger: 159,819 shares; Mr. Butler: 15,495 shares; and Mr. Nolan: 74,763 shares.

Includes restricted share units, deferred restricted share units and/or deferred shares, including dividend equivalents, as to which none of the individuals has voting or investment power, and phantom shares held by executive officers who participate in a deferred compensation plan as follows: Mr. Judge: 178,116 shares; Mr. Lembo: 19,337; Mr. Schweiger: 159,819 shares; Mr. Butler: 15,495 shares; and Mr. Nolan: 74,763 shares.


3.	Includes shares held as units in the 401(k) Plan invested in the Eversource Energy Common Shares Fund over which the holder has sole voting and investment power as follows: Mr. Judge: 27,135 shares; Mr. Lembo: 122 shares; Mr. Schweiger: 691 shares; Mr. Butler: 6,291 shares; and Mr. Nolan: 19,366 shares.


4.	Includes 542 shares held by Mr. Lembo in a custodial account and 125 shares held in a charitable trust over which Mr. Lembo has sole voting and investment power.


5.	Includes 4,596 shares held in a trust of which Mr. Schweiger is the trustee and beneficiary; 437 shares in a trust of which Mr. Schweiger’s spouse is the trustee and beneficiary; and 433 shares held by Mr. Schweiger’s spouse in a custodial account.


6.	Includes 468,709 unissued shares (see Note 2) and 58,471 shares held as units in the 401(k) Plan (see Note 3).

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table sets forth the number of Eversource Energy common shares issuable under Eversource Energy equity compensation plans, as well as their weighted exercise price, as of December 31, 2019, in accordance with the rules of the SEC:



Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (1)	Weighted-average exercise price of outstanding options, warrants and rights (2)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (1))
Equity compensation plans approved by security holders	1,261,070	$—	3,302,526
Equity compensation plans not approved by security holders (3)	—	—	—
Total	1,261,070	$—	3,302,526


(1)	Includes 774,163 common shares for distribution in respect of restricted share units, and 486,907 performance shares issuable at target, all pursuant to the terms of our Incentive Plan.


(2)	The weighted-average exercise price does not take into account restricted share units or performance shares, which have no exercise price.


(3)	Securities set forth in this table are authorized for issuance under compensation plans that have been approved by shareholders of Eversource Energy or the former shareholders of NSTAR.

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