EXELON CORP — Director's Dealing 2015

Jan 28, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EXELON CORP (EXC)
CIK: 0001109357
Period of Report: 2015-01-26

Reporting Person: BUTLER CALVIN JR (President & CEO, BGE)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-01-26	Common Stock	M	14751	$37.34	Acquired	24714	Direct
2015-01-26	Common Stock	F	4134	$37.34	Disposed	20580	Direct
2015-01-26	Common Stock	D	3843	$37.34	Disposed	16737	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-01-26	Restricted Stock Unit Award 01/26/2015	$0	A	7287	Acquired		Common stock (7287)	Direct
2015-01-26	Restricted Stock Unit Award 01/27/2014	$0	M	3301	Disposed		Common stock (3301)	Direct
2015-01-26	Restricted Stock Unit Award 01/28/2013	$0	M	1608	Disposed		Common stock (1608)	Direct
2015-01-26	Performance Shares- Stock Units	$0	A	7384	Acquired		Common stock (7384)	Direct
2015-01-26	Performance Shares- Stock Units	$0	M	9842	Disposed		Common stock (9842)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock (401k Shares)	539	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: Shares held as of December 31, 2014 in a multi-fund 401(k) Plan to be settled in cash upon the reporting person's termination of employment for any reason on a 1:1 basis. Shares are acquired through regular periodic contributions, company matching contributions, and the automatic reinvestment of dividends.

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: This security also includes 4,400 shares from a supplemental award made on March 1, 2014 and reported on a Form 4 filed on March 4, 2014. Balance includes 54 shares acquired on March 10, 2014; 81 shares acquired on June 10, 2014; 91 shares acquired on September 10, 2014; and 85 shares acquired on December 10, 2014 through automatic dividend reinvestment.

F6: Balance includes 32 shares acquired on March 10, 2014; 26 shares acquired on June 10, 2014; 30 shares acquired on September 10, 2014; and 28 shares acquired on December 10, 2014 through automatic dividend reinvestment.

F7: 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.

F8: 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.