CONSOLIDATED EDISON INC — Director's Dealing 2016

Feb 19, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CONSOLIDATED EDISON INC (ED)
CIK: 0001047862
Period of Report: 2016-02-17

Reporting Person: Nadkarni Gurudatta D (VP, Strategic Planning)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-17	Common Stock	M	3720	—	Acquired	8810.24	Direct
2016-02-17	Common Stock	D	3720	$70.97	Disposed	5090.24	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-17	Performance Units (Phantom Stock)	$	A	3000	Acquired		Common Stock (3000)	Direct
2016-02-17	Performance Restricted Stock Units (Phantom Stock)	$	M	3720	Disposed	2016-02-17	Common Stock (3720)	Direct

Footnotes

F1: Not applicable.

F2: Each Performance Unit and Performance Restricted Stock Unit is the economic equivalent of one share of Consolidated Edison, Inc. (the "Company") common stock.

F3: Performance Units granted under the Company's Long Term Incentive Plan ("LTIP"), will vest in 2019 when they are determined and awarded by the Management Development and Compensation Committee of the Company's Board of Directors.

F4: 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 LTIP.

F5: The number of shares (or cash equivalents) were adjusted based on certain performance criteria, including criteria other than the market price, as specified under the LTIP.