James Mchugh Form 4 EXELON / JAMES MCHUGH 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^*

MCHUGH JAMES

(Last) (First) (Middle)

10 S 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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP & Chief Commercial Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/06/2022

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	01/06/2022		M		12,874	A	(1)	38,472	D
Common Stock	01/06/2022		F		3,792	D	$56.73	34,680	D

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
2019 Restricted Stock Units	$0	01/06/2022		M			4,305	(2)	(2)	Common Stock	4,305	(2)	0(3)	D
2020 Restricted Stock Units	$0	01/06/2022		M			4,181	(2)	(2)	Common Stock	4,181	(2)	4,179(4)	D
2021 Restricted Stock Units	$0	01/06/2022		M			4,388	(2)	(2)	Common Stock	4,388	(2)	8,773(5)	D
Deferred Compensation Phantom Shares	$0							(6)	(6)	Common Stock	2,213(6)		2,213(6)	D
Restricted Stock Unit Award 4/5/2021	$0							(7)	(7)	Common Stock	20,462(7)		20,462(7)	D

Explanation of Responses:

1. Common shares acquired through conversion of previously awarded and vested restricted stock units (RSUs) under the Exelon Long Term Incentive Plan.

2. Vesting of previously granted restricted stock unit (RSU) awarded under Exelon Long Term Incentive Plan. Awards granted annually to vest in 1/3 increments at the January or February meetings of the Compensation Committee with each RSU representing the right to receive one share of Exelon common stock upon vesting. RSUs accrue quarterly dividend equivalents in the form of additional RSUs representing common stock dividends as approved by the Board, which vest on the same schedule as the underlying RSU award.

3. The RSU award accrued 30 additional shares during 2021 from the date that Mr. McHugh became a reporting person through automatic dividend reinvestment.

4. The RSU award accrued 59 additional shares during 2021 from the date that Mr. McHugh became a reporting person through automatic dividend reinvestment.

5. The RSU award accrued 93 additional shares during 2021 from the date that Mr. McHugh became a reporting person through automatic dividend reinvestment.

6. Phantom share equivalents held in the Exelon stock fund within the Exelon Deferred Compensation Plan, which is multi-fund, non-qualified deferred compensation plan. The share equivalents within the fund will be settled in cash upon the reporting person's separation from the company for any reason. The balance includes 40 additional share equivalents acquired during 2021 from the date that Mr. McHugh became a reporting person through automatic dividend reinvestment.

7. Restricted stock unit award granted pursuant to the Exelon LTI plan. The award accrues quarterly dividend equivalents in the form of additional RSUs representing common stock dividends as approved by the Board. All shares will cliff vest on April 5, 2025. Balance includes 144 additional shares accrued during 2021 from the date that Mr. McHugh became a reporting person through automatic dividend reinvestment.

	Elizabeth M. Hensen, Attorney-in-Fact for James McHugh	01/07/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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