Statement of Changes in Beneficial Ownership (4)
July 05 2022 - 5:25PM
Edgar (US Regulatory)
FORM 4
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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
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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
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1. Name and Address of Reporting Person
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LAWLESS ROBERT J |
2. Issuer Name and Ticker or Trading Symbol
Constellation Energy Corp
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CEG
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
1310 POINT STREET |
3. Date of Earliest Transaction
(MM/DD/YYYY)
6/30/2022 |
(Street)
BALTIMORE, MD 21231
(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 Stock (Deferred Stock Units) | 6/30/2022 | | A | | 648 | A | $59.79 | 44939 (1) | D | |
Common Stock | | | | | | | | 1091 | D | |
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 |
Phantom Deferred Stock Units | (2) | | | | | | | (2) | (2) | Common Stock | 54508 (2) | | 54508 (2) | D | |
Deferred Compensation - Phantom Share Equivalents | (3) | 6/30/2022 | | A | | 1506 | | (3) | (3) | Common Stock | 1506 | $57.26 | 46165 (3) | D | |
Explanation of Responses: |
(1) | Balance includes approximately 104 shares acquired on June 10, 2022 through automatic dividend reinvestment. |
(2) | Phantom deferred stock units converted from the legacy Constellation Energy Group Inc. ("CEG") Deferred Compensation Plan for Non-employee Directors (the "Plan") that will be settled in cash on a 1-for-1 basis using the year-end price of CEG common stock in the year of termination of the reporting person's service. Balance updated to reflect approximately 128 additional stock units credited on June 10, 2022 through the dividend reinvestment feature of the Plan. |
(3) | Phantom share equivalents acquired in the reporting person's CEG stock fund account that is part of a multi-fund, non-qualified deferred compensation plan and will be settled in cash on a 1-for-1 basis upon termination of the reporting person's service. The balance of phantom share equivalents may fluctuate due to periodic changes in the fund composition. Balance also reflects approximately 116 share equivalents accrued on June 10, 2022 through automatic dividend reinvestment. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
LAWLESS ROBERT J 1310 POINT STREET BALTIMORE, MD 21231 | X |
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Signatures
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/s/ Brian Buck, Attorney-in-Fact for Robert J. Lawless | | 7/5/2022 |
**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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