EXELON CORP — Director's Dealing 2014

Jan 29, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EXELON CORP (EXC)
CIK: 0001109357
Period of Report: 2014-01-27

Reporting Person: O'Brien Denis P. (Sr. Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-01-27	Common Stock	M	35442	$28.20	Acquired	53326	Direct
2014-01-27	Common Stock	M	8622	$28.20	Acquired	61948	Direct
2014-01-27	Common Stock	F	15799	$28.20	Disposed	46149	Direct
2014-01-27	Common Stock	D	11860	$28.20	Disposed	34289	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-01-27	Restricted Stock Unit Award 01/27/2014	$0	A	27900	Acquired		Common stock (27900)	Direct
2014-01-27	Restricted Stock Unit Award 01/28/2013	$0	M	8622	Disposed		Common stock (8622)	Direct
2014-01-27	Performance Shares- Stock Units	$0	A	12709	Acquired		Common stock (12709)	Direct
2014-01-27	Performance Shares- Stock Units	$0	M	35442	Disposed		Common stock (35442)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock - ESPP	1405	Direct
Common Stock (Deferred Shares)	8053	Indirect
Common Stock	20000	Indirect

Footnotes

F1: Shares withheld by the Issuer for reporting person's tax obligation.

F2: Shares settled in cash on a 1 for 1 basis.

F3: Balance includes 126 shares acquired on March 8, 2013; 77 shares acquired on June 10, 2013; 80 shares acquired on September 10, 2013; and 88 shares acquired on December 10, 2013 through automatic dividend reinvestment.

F4: Restricted stock unit award made pursuant to the Exelon Long Term Incentive Plan. 1/3 of the shares awarded will vest upon the first, second and third anniversary date that is referenced in column 1.

F5: Balance includes 395 shares acquired on March 8, 2013; 243 shares acquired on June 10, 2013; 251 shares acquired on September 10, 2013; and 276 shares acquired on December 10, 2013 through automatic dividend reinvestment.

F6: Transition performance shares awarded pursuant to the Exelon Long Term Incentive Plan in connection with transition from one-year to three-year performance period for the performance share award program. Shares vest immediately upon award.

F7: Performance Shares awarded pursuant to the Exelon Long Term Incentive Plan. 1/3 of the shares awarded vest immediately upon receipt. The remaining shares vest in 1/3 increments on each of the first and second anniversaries of the grant date. Under certain circumstances some or all of the vested shares may be settled in cash on a 1 for 1 basis based on the cash value of the underlying stock on the date of vesting.