EXELON CORP — Director's Dealing 2016

Jan 27, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EXELON CORP (EXC)
CIK: 0001109357
Period of Report: 2016-01-25

Reporting Person: SHATTUCK MAYO A III (Director, Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-01-25	Common Stock	M	11197	$27.16	Acquired	422135	Direct
2016-01-25	Common Stock	F	3267	$27.16	Disposed	418868	Direct
2016-01-25	Common stock	D	7930	$27.16	Disposed	410938	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-01-25	Performance Shares- Stock Units	$0	A	11197	Acquired		Common stock (11197)	Direct
2016-01-25	Performance Shares- Stock Units	$0	M	11197	Disposed		Common stock (11197)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock (401k Shares)	1979	Direct
Common Stock	78519	Indirect
Common Stock (Deferred stock units)	9495	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, 2015 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: Lizzie Mae, LLC, is a limited liability company of which the reporting person is the manager and to which the reporting person transferred 78,519 shares of his Exelon common stock. On December 18, 2012, the reporting person transferred 1/3 membership interests in Lizzie Mae, LLC, to each of three trusts, each one for the benefit of one of the reporting person's three minor children. The reporting person's wife is a trustee of each of the trusts. The reporting person disclaims beneficial ownership of the Exelon Corporation common stock held by Lizzie Mae LLC except to the extent of his pecuniary interest therein.

F5: Performance share stock units award made pursuant to the Exelon Long Term Incentive Plan for the three-year performance period from January 1, 2013 to December 31, 2015. Shares vest immediately upon award. This grant was settled in cash on a 1 for 1 basis based on the cash value of the underlying stock on the date of vesting because the reporting person had attained 200% of their required stock ownership target.