Edison International (EIX) Form 4 EDISON INTERNATIONAL / Ronald L Litzinger 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^*

Litzinger Ronald L

(Last) (First) (Middle)

2244 WALNUT GROVE AVENUE

(Street)

ROSEMEAD CA 91770

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
EDISON INTERNATIONAL [ EIX ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Pres. Edison Energy Group, Inc

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2017

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(1)	03/10/2017		G(2)	V	5,801	D	$0	0	D
Common Stock	03/10/2017		G(2)	V	5,801	A	$0	67,190	I	By Living Trust
Common Stock	05/15/2017		M(3)		7,639	A	$24.84	7,639	D
Common Stock	05/15/2017		M(3)		5,038	A	$33.3	12,677	D
Common Stock	05/15/2017		M(3)		6,432	A	$37.96	19,109	D
Common Stock	05/15/2017		M(3)		6,926	A	$43.1	26,035	D
Common Stock	05/15/2017		S(3)		26,035	D	$78.8544(4)	0	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
Non-qualified Stock Options (Right to Buy)	$24.84	05/15/2017		M(3)			7,639	(5)	01/02/2019	Common Stock	7,639	$0	61,107	D
Non-qualified Stock Options (Right to Buy)	$33.3	05/15/2017		M(3)			5,038	(6)	01/02/2020	Common Stock	5,038	$0	60,450	D
Non-qualified Stock Options (Right to Buy)	$37.96	05/15/2017		M(3)			6,432	(7)	01/04/2021	Common Stock	6,432	$0	77,181	D
Non-qualified Stock Options (Right to Buy)	$43.1	05/15/2017		M(3)			6,926	(8)	01/03/2022(9)	Common Stock	6,926	$0	83,107	D

Explanation of Responses:

1. Relationship of Reporting Person to Issuer: Edison Energy Group, Inc. is a subsidiary of Edison International.

2. These transactions are a transfer from the Reporting Person's name to a trust.

3. These transactions were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on August 12, 2016.

4. This transaction was executed in multiple trades at prices ranging from $78.61 to $79.13. The price reported reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares and the separate prices at which the transaction was effected.

5. The options vested in four equal annual installments beginning on January 2, 2010.

6. The options vested in four equal annual installments beginning on January 2, 2011.

7. The options vested in four equal annual installments beginning on January 2, 2012.

8. The options vested in four equal annual installments beginning on January 2, 2013.

9. The expiration date of the options was originally reported as January 2, 2022; however, since the referenced date falls on a Sunday, the date will be the next succeeding business day, which is January 3, 2022.

Remarks:

	/s/ Ronald L. Litzinger	05/16/2017
	** Signature of Reporting Person	Date
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