Consolidated Edison (ED) Form 4 CONSOLIDATED EDISON / FRANCES RESHESKE ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

RESHESKE FRANCES

(Last) (First) (Middle)

CONSOLIDATED EDISON, INC. C/O SECRETARY

4 IRVING PLACE; ROOM 16-205

(Street)

NEW YORK NY 10003

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CONSOLIDATED EDISON INC [ ED ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP, Corporate Affairs

3. Date of Earliest Transaction (Month/Day/Year)
02/16/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/16/2022		M		3,657	A	(1)	59,437.049	D
Common Stock	02/16/2022		D		3,657	D	$81.36	55,780.049	D
Common Stock								1,310.858(2)	I	By Consolidated Edison Thrift Savings Plan (Thrift)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Units (Phantom Stock)	(3)	02/17/2022		A		5,800		(4)	(4)	Common Stock	5,800(5)	(1)	5,800(5)	D
Time-Based Restricted Stock Units	(6)	02/17/2022		A		2,500		(7)	(7)	Common Stock	2,500	(1)	2,500	D
Performance Units (Phantom Stock)	(3)	02/16/2022		M			3,657	02/16/2022	02/16/2022	Common Stock	3,657(8)	(1)	0	D

Explanation of Responses:

1. Not applicable.

2. Between 12/31/21 and 1/31/22, the reporting person's shares of Consolidated Edison, Inc. (the "Company") common stock decreased by 0.327 under the Thrift. The information in this report is based on a Thrift plan statement dated 1/31/22.

3. Each Performance Unit is the economic equivalent of one share of the Company common stock.

4. Performance Units granted under the Company's Long Term Incentive Plan ("LTIP") will vest in 2025 when they are determined and awarded by the Management Development and Compensation Committee of the Company's Board of Directors.

5. The number of shares (or cash equivalents) will be adjusted based on certain performance criteria, including criteria other than the market price, as specified under the LTIP.

6. Each Time-Based Restricted Stock Unit represents a contingent right to receive one share of Company common stock.

7. The Time-Based Restricted Stock Units granted under the LTIP will vest 100% on December 31, 2024.

8. The number of shares (or cash equivalents) were adjusted based on certain performance criteria, including criteria other than the market price, as specified under the LTIP.

Remarks:

	Vanessa M. Franklin; Attorney-in-Fact	02/17/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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