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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Nstar Common Stock | NYSE:NST | NYSE | Ordinary Share |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 47.65 | 0.00 | 01:00:00 |
FORM 4
[
X
]
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
|
OMB APPROVAL
OMB Number: 3235-0287 Estimated average burden hours per response... 0.5 |
|
Utility Holding Company Act of 1935 or Section 30(f) 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
NSTAR/MA [ NST ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __ X __ Officer (give title below) _____ Other (specify below) Chr, President, CEO & Trustee |
800 BOYLSTON STREET |
3. Date of Earliest Transaction
(MM/DD/YYYY)
|
|
BOSTON, MA 02199 |
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 | 4/10/2012 | A | 36400 | A | $0 | 840026 (1) | D | |||
Common Shares | 4/10/2012 | A | 77500 (2) | A | $0 | 917526 (1) | D | |||
Common Shares | 4/10/2012 | F | 28157 | D | $47.65 | 889369 (1) | D | |||
Common Shares | 4/10/2012 | D | 689432 | D | (3) | 199937 | D | |||
Common Shares | 4/10/2012 | D | 77500 | D | (4) | 122437 | D | |||
Common Shares | 4/10/2012 | D | 122437 | D | (5) | 0 | D | |||
Common Shares | 4/10/2012 | D | 45806 | D | (6) | 0 | I | By 401(k) |
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) |
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 | ||||||||
Employee Stock Option | $24.20 | 4/10/2012 | D | 200000 | 4/28/2007 | 4/28/2014 | Common Shares | 200000 | (7) | 0 | D | ||||
Employee Stock Option | $29.60 | 4/10/2012 | D | 200000 | 6/9/2008 | 6/9/2015 | Common Shares | 200000 | (8) | 0 | D | ||||
Employee Stock Option | $27.73 | 4/10/2012 | D | 200000 | 4/27/2009 | 4/27/2016 | Common Shares | 200000 | (9) | 0 | D | ||||
Employee Stock Option | $36.89 | 4/10/2012 | D | 186000 | 5/3/2010 | 5/3/2017 | Common Shares | 186000 | (10) | 0 | D | ||||
Employee Stock Option | $32.45 | 4/10/2012 | D | 150000 | 1/24/2011 | 1/24/2018 | Common Shares | 150000 | (11) | 0 | D | ||||
Employee Stock Option | $34.02 | 4/10/2012 | D | 159000 | 1/22/2012 | 1/22/2019 | Common Shares | 159000 | (12) | 0 | D | ||||
Employee Stock Option | $35.28 | 4/10/2012 | D | 133000 | 1/28/2013 | 1/28/2020 | Common Shares | 133000 | (13) | 0 | D |
Explanation of Responses: | |
( 1) | Includes 689,432 Phantom Shares (deferred compensation obligations). Each Phantom Share is payable in one Common Share. |
( 2) | Represents deferred share units of 40,000 shares that vest in three equal annual installments beginning on 01/27/2012 and 37,500 shares that vest in three equal annual installments beginning on 1/26/2013. |
( 3) | Disposition of Phantom Shares pursuant to the merger agreement between issuer and Northeast Utilities ("NU") in exchange for 904,534 NU phantom shares having a market value of $36.79 per share at the effective time of the merger. |
( 4) | Disposed of pursuant to the Merger in exchange for a total of 101,680 NU restricted shares subject to time vesting conditions. |
( 5) | Disposed of pursuant to the Merger in exchange for a total of 160,637 NU common shares. |
( 6) | Disposed of pursuant to the Merger in exchange for 60,097 NU common shares. |
( 7) | This option was assumed by NU in the merger and replaced with an option to purchase 262,400 NU Common Shares at a price of $18.45 per share. |
( 8) | This option was assumed by NU in the merger and replaced with an option to purchase 262,400 NU Common Shares at a price of $22.57 per share. |
( 9) | This option was assumed by NU in the merger and replaced with an option to purchase 262,400 NU Common Shares at a price of $21.14 per share. |
( 10) | This option was assumed by NU in the merger and replaced with an option to purchase 244,032 NU Common Shares at a price of $28.12 per share. |
( 11) | This option was assumed by NU in the merger and replaced with an option to purchase 196,800 NU Common Shares at a price of $24.74 per share. |
( 12) | This option was assumed by NU in the merger and replaced with an option to purchase 208,608 NU Common Shares at a price of $25.93 per share. |
( 13) | This option was assumed by NU in the merger and replaced with an option to purchase 174,496 NU Common Shares at a price of $26.90 per share. |
Reporting Owners
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Reporting Owner Name / Address |
|
||||
Director | 10% Owner | Officer | Other | ||
MAY THOMAS J
800 BOYLSTON STREET BOSTON, MA 02199 |
|
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Chr, President, CEO & Trustee |
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Signatures
|
||
/s/ Richard J. Morrison - Attorney in Fact for Thomas J. May | 4/10/2012 | |
** 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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