CONSOLIDATED EDISON INC — Director's Dealing 2016

Dec 1, 2016

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: CONSOLIDATED EDISON INC (ED)
CIK: 0001047862
Period of Report: 2016-12-01

Reporting Person: Noyes Mark (President & CEO, CEE, CED, CES)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	0	Direct
Common Stock	15.64	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Performance Restricted Stock Units (Phantom Stock)	$		Common Stock (1217)		Direct
Performance Restricted Stock Units (Phantom Stock)	$		Common Stock (1170)		Direct
Performance Restricted Stock Units (Phantom Stock)	$		Common Stock (6000)		Direct

Footnotes

F1: 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.

F2: The PRSUs, granted in 2014, will vest in 2017 when they are determined and awarded by the Board of Competitive Shared Services, Inc.

F3: 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.

F4: Not applicable.

F5: The PRSUs, granted in 2015, will vest in 2018 when they are determined and awarded by the Board of Competitive Shared Services, Inc.

F6: PRSU granted under the Company Long Term Incentive Plan ("CEI LTIP"). Each PRSU is the economic equivalent of one share of Company common stock.

F7: 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.

F8: 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.