Exelon (EXC) Form 4 EXELON / MAYO A SHATTUCK III 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^*

SHATTUCK MAYO A III

(Last) (First) (Middle)

10 SOUTH DEARBORN STREET

54TH FLOOR

(Street)

CHICAGO IL 60603

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
EXELON CORP [ EXC ]

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

X	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
Chairman

3. Date of Earliest Transaction (Month/Day/Year)
11/02/2017

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	11/02/2017		M(1)		519,316	A	$39.24	886,965	D
Common Stock	11/02/2017		S(1)		519,316	D	$40.5(2)	367,649	D
Common Stock (401k Shares)								2,091(3)	D
Common Stock								10,000	I	By Lizzie Mae, LLC(5)
Common Stock (Deferred stock units)								16,676	I	By Exelon Directors Deferred Stock Unit Plan

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
NQ Stock Options 02/24/2012	$39.24	11/02/2017		M(1)			519,316	(4)	03/01/2018	Common Stock	519,316	(4)	0	D

Explanation of Responses:

1. Exercise and sale were made pursuant to a Rule 10b5-1 trading plan entered into on June 16, 2017.

2. Shares were sold in lots ranging in price from $40.25 to $40.78. The filer undertakes to provide upon request by the SEC Staff, the issuer, or a security holder of the issuer, full information rgarding the number of shares purchased or sold at each separate price.

3. Shares held as of September 30, 2017 in a multi-fund 401(k) Plan to be settled in cash upon the reporting person's request for a distribution on a 1:1 basis. Balance is updated to reflect the additional shares acquired in the account though the automatic dividend reinvestment feature of the 401(k) plan.

4. Exercise of fully-vested non-qualified employee stock option originally granted by Constellation Energy Group that vested and was converted pursuant to the Merger Agreemen 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.

5. The reporting person is a manager of Lizzie Mae, LLC, whose members are trusts for the benefit of the reporting person's children. 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

Remarks:

	Scott N. Peters, Attorney in Fact for Mayo A. Shattuck III	11/03/2017
	** 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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