CONSOLIDATED EDISON INC — Director's Dealing 2020

Feb 21, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CONSOLIDATED EDISON INC (ED)
CIK: 0001047862
Period of Report: 2020-02-19

Reporting Person: Noyes Mark (President & CEO, CECEB)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-02-19	Common Stock	M	5829	—	Acquired	9255	Direct
2020-02-19	Common Stock	D	2915	$94.35	Disposed	6426.445	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-02-19	Performance Units (Phantom Stock)	$	A	8800	Acquired		Common Stock (8800)	Direct
2020-02-19	Performance Units (Phantom Stock)	$	M	2915	Disposed	2020-02-19	Common Stock (2915)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	17.447	Indirect

Footnotes

F1: Not applicable.

F2: Total includes 28.634, 28.465, and 29.346 Deferred Stock Units ("DSUs") acquired on March 15, 2019, June 15, 2019 and December 16, 2019 respectively pursuant to Consolidated Edison, Inc. (the "Company") Long Term Incentive Plan's ("LTIP") dividend reinvestment provision. Each DSU represents one share of the Company's common stock.

F3: Each Performance Unit is the economic equivalent of one share of Company common stock.

F4: Performance Units granted under the LTIP will vest in 2023 when they are determined and awarded by the Management Development and Compensation Committee of the Company's Board of Directors.

F5: 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.

F6: 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.