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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-01-25	Common Stock	M	78564	$27.16	Acquired	122483	Direct
2016-01-25	Common Stock	F	31912	$27.16	Disposed	90571	Direct
2016-01-25	Common stock	D	32612	$27.16	Disposed	57959	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-01-25	Restricted Stock Unit Awards	$0	A	30012	Acquired		Common stock (30012)	Direct
2016-01-25	Restricted Stock Unit Awards	$0	M	26668	Disposed		Common stock (26668)	Direct
2016-01-25	Performance Shares- Stock Units	$0	A	51896	Acquired		Common stock (51896)	Direct
2016-01-25	Performance Shares- Stock Units	$0	M	51896	Disposed		Common stock (51896)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	20000	Indirect
Common Stock (ESPP shares)	1405	Direct
Common Stock (Deferred shares)	8699	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: Restricted stock unit awards made pursuant to the Exelon Long Term Incentive Plan. Share awards are made annually in January at the Compensation and Leadership Development committee's meeting and vest in 1/3 increments on the date of the committee's January meeting in the first, second and third years after the award was made.

F4: 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.