Exelon (EXC) Form 4 EXELON / ANN C BERZIN 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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

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^*

BERZIN ANN C

(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)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2018

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 (Deferred Stock Units)	12/31/2018		A		771	A	$47	25,411(1)	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
Phantom Stock Units	(2)							(2)	(2)	Common Stock	(2)		28,840(3)	I	By CEG Deferred Compensation Plan for Non-employee Directors
Deferred Compensation - Phantom Share Equivalents	(4)	12/31/2018		A		876		(4)	(4)	Common Stock	876	$45.1	25,616(5)	D

Explanation of Responses:

1. Balance includes 180 shares acquired on December 10, 2018 through automatic dividend reinvestment.

2. Phantom stock units (which are in the form of deferred stock units) converted from the legacy Constellation Energy Group Inc. (CEG) Deferred Compensation Plan for Non-employee Directors to phantom units of Exelon common stock at the rate of 0.93 Exelon units for each unit of CEG. Units will be settled in cash on a 1 for 1 basis upon the termination of the reporting person's service on the Exelon board of directors. Balance updated to reflect additional stock units credited to the account through the dividend reinvestment feature of the plan.

3. Balance includes 210 shares acquired on December 10, 2018 through automatic dividend reinvestment.

4. Phantom share equivalents acquired through regular periodic contributions of deferred board compensation and the reinvestment of dividend equivalents in reporting person's Exelon stock fund account under multi-fund, non-qualified deferred compensation plan. The unitized fund consists of Exelon common stock and short term investments and will be settled in cash upon the reporting person's separation from the board for any reason. The balance of such phantom share equivalents may fluctuate from time to time due to fluctuations in the fund composition.

5. Balance includes 184 share equivalents accrued on November 14, 2018 through automatic dividend reinvestment.

Remarks:

	Elizabeth M. Hensen, Esq., Attorney in Fact for Ann C. Berzin	01/02/2019
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.