EXELON CORP — Director's Dealing 2017

Feb 1, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EXELON CORP (EXC)
CIK: 0001109357
Period of Report: 2017-01-30

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-01-30	Common Stock	M	95686	$35.04	Acquired	153645	Direct
2017-01-30	Common Stock	F	41027	$35.04	Disposed	112618	Direct
2017-01-30	Common stock	D	35375	$35.04	Disposed	77243	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-01-30	Restricted Stock Unit Awards	$0	A	23270	Acquired		Common stock (23270)	Direct
2017-01-30	Restricted Stock Unit Awards	$0	M	28655	Disposed		Common stock (28655)	Direct
2017-01-30	Performance Shares- Stock Units	$0	A	67031	Acquired		Common stock (67031)	Direct
2017-01-30	Performance Shares- Stock Units	$0	M	67031	Disposed		Common stock (67031)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	20000	Indirect
Common Stock (ESPP shares)	1405	Direct
Common Stock (Deferred shares)	9023	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, 2014 to December 31, 2016. 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.