SEC FORM 4

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^*

Khouzami Carim V

(Last)

(First)

(Middle)

10 S DEARBORN STREET

54TH FLOOR

(Street)

CHICAGO

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)
	CEO of BGE

3. Date of Earliest Transaction (Month/Day/Year)
01/29/2024

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/29/2024		M		2,251	A	⁽¹⁾	6,749	D
Common Stock	01/29/2024		M		2,253	A	⁽¹⁾	9,002	D
Common Stock	01/29/2024		M		3,046	A	⁽¹⁾	12,048	D
Common Stock	01/29/2024		M		21,236	A	⁽²⁾	33,284	D
Common Stock	01/29/2024		F		9,831	D	$35.29	23,453	D
Common Stock	01/29/2024		D		7,048	D	$35.29	16,405	D
Common Stock 401k								8,757⁽³⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
2024 Restricted Stock Units	⁽¹⁾	01/29/2024		A		7,721		⁽¹⁾	⁽¹⁾	Common Stock	7,721	⁽¹⁾	7,721	D
2023 Restricted Stock Units⁽⁴⁾	⁽¹⁾	01/29/2024		M			2,251	⁽¹⁾	⁽¹⁾	Common Stock	2,251	⁽¹⁾	4,503	D
2022 Restricted Stock Units⁽⁵⁾	⁽¹⁾	01/29/2024		M			2,253	⁽¹⁾	⁽¹⁾	Common Stock	2,253	⁽¹⁾	2,252	D
2021 Restricted Stock Units⁽⁶⁾	⁽¹⁾	01/29/2024		M			3,046	⁽¹⁾	⁽¹⁾	Common Stock	3,046	⁽¹⁾	0	D
2021-2023 Performance Shares	⁽²⁾	01/29/2024		A		21,236		⁽²⁾	⁽²⁾	Common Stock	21,236	⁽²⁾	21,236	D
2021-2023 Performance Shares	⁽²⁾	01/29/2024		M			21,236	⁽²⁾	⁽²⁾	Common Stock	21,236	⁽²⁾	0	D
Deferred phantom share equivalents⁽⁷⁾	⁽⁸⁾							⁽⁸⁾	⁽⁸⁾	Common Stock	760		760	D

Explanation of Responses:

1. Restricted stock unit (RSU) award granted under the Exelon LTIP. Award vests in 1/3 increments at the January or February meeting of the Exelon Comp. Committee with each RSU representing the right to receive one share of Exelon common stock upon vesting. The award accrues additional RSUs each quarter through automatic dividend reinvestment and the additional RSUs vest on the same schedule as the underlying award.

2. Performance share award granted under the Exelon LTIP for the three-year performance period referenced in Column 1 based upon the Comp. Committee's determination of performance achieved for the period. Each performance share represents the right to receive one share or the cash equivalent of one share pursuant to the Plan's terms with respect to individual stock ownership levels. Performance share awards vest immediately on their grant date.

3. Balance as of December 31, 2023.

4. Pre-vesting balance includes 238 shares acquired through automatic dividend reinvestment during 2023.

5. Pre-vesting balance includes 159 shares acquired through automatic dividend reinvestment during 2023.

6. Pre-vesting balance includes 107 shares acquired through automatic dividend reinvestment during 2023.

7. Balance includes 26 additional phantom share equivalents that were accrued through automatic dividend reinvestment during 2023.

8. Phantom share equivalents held in the reporting person's Exelon stock fund account that is part of a multi-fund, non-qualified deferred compensation plan. The stock fund is a unitized fund that consists of both Exelon common stock and short-term liquid investments. Units of the fund are acquired through quarter-end contributions and dividend reinvestment and will be settled for cash upon the termination of the reporting person. The balance of phantom share equivalents may fluctuate due to changes in the value of the fund units.

Remarks:

	Elizabeth M Hensen, attorney-in-fact for Carim V Khouzami	01/30/2024
	** 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.