Constellation Energy Corp — Director's Dealing 2022

Mar 10, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Constellation Energy Corp (CEG)
CIK: 0001868275
Period of Report: 2022-03-07

Reporting Person: LAWLESS ROBERT J (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-03-07	Phantom Deferred Stock Units	$	A	30769	Acquired		Common Stock (30769)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1091	Direct
Common Stock (Deferred Stock Units)	43232	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Deferred Stock Units	$		Common Stock (54230)	54230	Direct

Footnotes

F1: In connection with the separation of the Issuer from Exelon Corp. effective February 1, 2022 (the "Spin-Off"), as further described in the Issuer's current report on Form 8-K filed on February 2, 2022, each Exelon Corp. shareholder received a pro-rata dividend in the form of one share of the Issuer's common stock ("Common Stock") for every three shares of Exelon Corp. common stock held by such shareholder on the January 20, 2022 record date.

F2: In connection with the Spin-Off, each Exelon deferred stock unit ("DSU") held immediately prior to the Spin Off by a Constellation employee or director was replaced with a substitute Constellation DSU in an amount equal to the number of Exelon DSUs multiplied by a fraction, the numerator of which is the volume-weighted average price of Exelon common stock for the five trading days preceding and including February 1, 2022, and the denominator of which is the volume-weighted average price of Common Stock for the five trading days beginning February 2, 2022 (such fraction, the "Constellation Conversion Ratio"). Each substitute Constellation DSU shall vest based on the holder's continued employment or service, and otherwise shall have substantially the same terms and conditions as the corresponding Exelon DSU.

F3: The reporting person acquired these shares of Common Stock and these DSUs in connection with the Spin-Off and such acquisitions were exempt from Section 16 of the Securities Exchange Act of 1934, as amended ("Exchange Act") pursuant to Rule 16a-9 under the Exchange Act.

F4: These phantom DSUs were converted from the legacy Constellation Energy Group Inc. (CEG) Deferred Compensation Plan for non-employee directors and will be settled in cash, on a 1-for-1 basis using the year-end Common Stock price in the year of termination of the reporting person's service.

F5: These phantom DSUs were converted from the reporting person's Exelon stock fund account after the Spin Off and represent units held in the Constellation stock fund in a multi-fund, non-qualified deferred compensation plan and will be settled, in cash, upon termination of the reporting person's service. The balance of phantom DSUs may fluctuate due to periodic changes in the fund composition.