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 *

Innocenzo Michael

2. Date of Event Requiring Statement (MM/DD/YYYY)
3/30/2018 

3. Issuer Name and Ticker or Trading Symbol

EXELON CORP [EXC]

(Last)        (First)        (Middle)

10 S. DEARBORN STREET, 54TH FLOOR

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

_____ Director                            _____ 10% Owner
___ X ___ Officer (give title below)          _____ Other (specify below)
President & CEO of PECO /

(Street)

CHICAGO, IL 60603       

(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   29092   D  
 
Common Stock (ESPP shares)   1504   (1) D  
 

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
Restricted Stock Unit Awards     (2)   (2) Common Stock   7310   (3)   (2) D  
 
Deferred Compensation Equivalent Shares     (4)   (4) Common Stock   1788     (4) D  
 
NQ Stock Option (right to buy) 03/12/2012     (5)   (5) Common Stock   16000   $39.81   D  
 
NQ Stock Option (right to buy) 01/24/2010     (5)   (5) Common Stock   3800   $46.09   D  
 
NQ Stock Option (right to buy) 01/26/2009     (5)   (5) Common Stock   4300   $56.51   D  
 

Explanation of Responses:
(1)  Shares acquired through and held as of March 30, 2018 in Exelon's Section 423 tax-qualified Employee Stock Purchase Plan.
(2)  Restricted stock unit awards granted pursuant to the Exelon Long Term Incentive Plan. Share awards are granted annually by the Compensation and Leadership Development committee at its January meeting and vest in 1/3 increments on the date of the committee's January meeting in the first, second and third years after the award was granted.
(3)  Balance is composed of 1,636 shares which represents the last 1/3 increment of the restricted stock unit award granted in January 2016; 2,441 shares which represents 2/3 of the restricted stock unit award granted in January 2017; and 3,232 shares which is the entire restricted stock unit award granted in January 2018.
(4)  Phantom share equivalents representing units held in the Exelon stock fund in a multi-fund, non-qualified deferred compensation plan. The Exelon stock fund is a unitized fund that consists of Exelon common stock and short term investments. Units of the fund will be settled upon the reporting person's termination of service for any reason. Units will be settled in cash. Units are acquired through regular periodic contributions, company matching contributions and the reinvestment of dividend equivalents. The balance of phantom share equivalents may fluctuate from time to time due to fluctuations in the fund composition.
(5)  Non qualified employee stock option awards granted pursuant to the Exelon Long Term Incentive Plan. Options vest in 1/4 increments on each of the first four anniversaries of the grant date, referenced in column one, and expire on the tenth anniversay of the grant date.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Innocenzo Michael
10 S. DEARBORN STREET
54TH FLOOR
CHICAGO, IL 60603


President & CEO of PECO

Signatures
Katherine A. Smith, Attorney-in-fact for Michael Innocenzo 4/2/2018
** 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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