FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Noyes Mark

2. Date of Event Requiring Statement (MM/DD/YYYY)
12/1/2016 

3. Issuer Name and Ticker or Trading Symbol

CONSOLIDATED EDISON INC [ED]

(Last)        (First)        (Middle)

CONSOLIDATED EDISON, INC. C/O SECRETARY, 4 IRVING PLACE, ROOM 1450-S

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            _____ 10% Owner
___ X ___ Officer (give title below)          _____ Other (specify below)
President & CEO, CEE, CED, CES /

(Street)

NEW YORK, NY 10003       

(City)              (State)              (Zip)
5. 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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock   0   D  
 
Common Stock   15.64   I   By Tax Reduction Act Stock Ownership Plan (TRASOP)  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Performance Restricted Stock Units (Phantom Stock)   (1)   (2)   (2) Common Stock   1217   (3)   (4) D  
 
Performance Restricted Stock Units (Phantom Stock)   (1)   (5)   (5) Common Stock   1170   (3)   (4) D  
 
Performance Restricted Stock Units (Phantom Stock)   (6)   (7)   (7) Common Stock   6000   (8)   (4) D  
 

Explanation of Responses:
( 1)  Performance Restricted Stock Unit ("PRSU") granted under the Con Edison Competitive Energy Businesses Long-Term Incentive Award Plan ("CEB LTIP"). Each PRSU is the economic equivalent of one share of Consolidated Edison, Inc. ("Company") common stock. The reporting person may only settle his PRSUs for cash.
( 2)  The PRSUs, granted in 2014, will vest in 2017 when they are determined and awarded by the Board of Competitive Shared Services, Inc.
( 3)  The number of shares (or cash equivalents) will be adjusted based on certain performance criteria, including criteria other than the market price, as specified under the CEB LTIP.
( 4)  Not applicable.
( 5)  The PRSUs, granted in 2015, will vest in 2018 when they are determined and awarded by the Board of Competitive Shared Services, Inc.
( 6)  PRSU granted under the Company Long Term Incentive Plan ("CEI LTIP"). Each PRSU is the economic equivalent of one share of Company common stock.
( 7)  The PRSUs, granted in 2016, will vest in 2019 when they are determined and awarded by the Management Development and Compensation Committee of the Company's Board of Directors.
( 8)  The number of shares (or cash equivalents) will be adjusted based on certain performance criteria, including criteria other than the market price, as specified under the CEI LTIP.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Noyes Mark
CONSOLIDATED EDISON, INC. C/O SECRETARY
4 IRVING PLACE, ROOM 1450-S
NEW YORK, NY 10003


President & CEO, CEE, CED, CES

Signatures
Vanessa Franklin; Attorney-in-Fact 12/1/2016
** 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 5(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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