FORM 5
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
[ ] Form 3 Holdings Reported
[ ] Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN 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 *

Nigro Joseph

2. Issuer Name and Ticker or Trading Symbol

EXELON Corp [EXC]

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

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Sr. EVP & Chief Fin. Officer

(Last)          (First)          (Middle)

10 S. DEARBORN STREET,  54TH FLOOR

3. Statement for Issuer's Fiscal Year Ended (MM/DD/YYYY)
12/31/2018 
(Street)

CHICAGO, IL 60603

(City)        (State)        (Zip)
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)
Amount (A) or (D) Price
Common Stock                 81873   D  
 

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
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
(MM/DD/YYYY)
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 at End of Issuer's Fiscal Year
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Unit Awards 2016   $0                   (1)   (1) Common Stock   8024     8024   (2) D  
 
Restricted Stock Unit Awards 2017   $0                   (1)   (1) Common Stock   11996     11996   (3) D  
 
Restricted Stock Unit Awards 2018   $0                   (1)   (1) Common Stock   20889     20889   (4) D  
 
Restricted Stock Unit Award (01/29/2018)   $0                   (5)   (5) Common Stock   40000     40000   D  
 
NQ Stock Option (right to buy) 03/12/2012   $39.81                   (6)   (6) Common Stock   13000     13000   D  
 
NQ Stock Option (right to buy) 01/24/2011   $43.4                   (6)   (6) Common Stock   13400     13400   D  
 
NQ Stock Option (right to buy) 01/25/2010   $46.09                   (6)   (6) Common Stock   3800     3800   D  
 

Explanation of Responses:
(1)  Previously awarded restricted stock units (RSUs) granted pursuant to the Exelon Long Term Incentive Plan. RSUs are granted annually at the Compensation and Leadership Development committee's first meeting in January or February and vest in 1/3 increments on the date of the committee's first annual meeting in the first, second and third years after the award was granted. Award balances accrue addtional RSUs through quarterly dividend reinvestment that vest on the same schedule as the underlying award.
(2)  Balance includes 187 shares acquired through quarterly dividend reinvestment during 2018.
(3)  Balance includes 280 shares acquired through quarterly dividend reinvestment during 2018.
(4)  Balance includes 488 shares acquired through quarterly dividend reinvestment during 2018.
(5)  Restricted stock unit award granted pursuant to the Exelon Long Term Incentive Plan. 100% of the shares will vest on January 22, 2022.
(6)  Non qualified employee stock options, awarded pursuant to the Exelon Long Term Incentive Plan. Options are fully vested and expire on the tenth anniversay of the grant date referenced in Column 1.

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


Sr. EVP & Chief Fin. Officer

Signatures
Katherine A. Smith, Attorney-in-Fact for Joseph Nigro 1/29/2019
** 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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