EXELON CORP — Director's Dealing 2017

Jan 23, 2017

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: EXELON CORP (EXC)
CIK: 0001109357
Period of Report: 2016-12-31

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

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	367649	Direct
Common Stock (401k Shares)	2044	Indirect
Common Stock	10000	Indirect
Common Stock (Deferred stock units)	13344	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
NQ Stock Option 04/02/2012	$39.21		Common Stock (247000)	247000	Direct
NQ Stock Option 02/24/2012	$39.24		Common Stock (653511)	653511	Direct
NQ Stock Option 02/25/2011	$32.46		Common Stock (465892)	465892	Direct
NQ Stock Option 02/26/2010	$37.71		Common Stock (379337)	379337	Direct
NQ Stock Option 02/21/2008	$101.05		Common Stock (210961)	210961	Direct
NQ Stock Option 02/22/2007	$81.56		Common Stock (272527)	272527	Direct

Footnotes

F1: Shares held as of December 31, 2016 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.

F2: Lizzie Mae, LLC, is a limited liability company of which the reporting person is the manager and into which the reporting person transferred 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.

F3: Non qualified employee stock options, awarded pursuant to the Exelon Long Term Incentive Plan. The grant is fully vested and will expire on March 1, 2018.

F4: Non-qualified employee stock options originally granted by Constellation Energy Group that vested and were converted pursuant to the Merger Agreement. Each Constellation option was converted into an option to purchase Exelon common stock at the rate of 0.93 shares of Exelon common stock for each share of Constellation common stock at a strike price equal to the quotient of the original Constellation strike price and 0.93. The grant is fully vested and will expire on March 1, 2018.

F5: Non-qualified employee stock options originally granted by Constellation Energy Group that vested and were converted pursuant to the Merger Agreement. Each Constellation option was converted into an option to purchase Exelon common stock at the rate of 0.93 shares of Exelon common stock for each share of Constellation common stock at a strike price equal to the quotient of the original Constellation strike price and 0.93. The grant is fully vested and will expire on the tenth anniversary of the grant date referenced in Column 1.