0001181431-12-017462.txt : 20120314 0001181431-12-017462.hdr.sgml : 20120314 20120314203032 ACCESSION NUMBER: 0001181431-12-017462 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20120312 FILED AS OF DATE: 20120314 DATE AS OF CHANGE: 20120314 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BARRON HENRY B JR CENTRAL INDEX KEY: 0001376241 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12869 FILM NUMBER: 12691827 MAIL ADDRESS: STREET 1: 526 SOUTH CHURCH STREET CITY: CHARLOTTE STATE: NC ZIP: 28202-1802 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CONSTELLATION ENERGY GROUP INC CENTRAL INDEX KEY: 0001004440 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 521964611 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 100 CONSTELLATION WAY CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 4104702800 MAIL ADDRESS: STREET 1: 100 CONSTELLATION WAY CITY: BALTIMORE STATE: MD ZIP: 21202 FORMER COMPANY: FORMER CONFORMED NAME: CONSTELLATION ENERGY CORP DATE OF NAME CHANGE: 19951220 FORMER COMPANY: FORMER CONFORMED NAME: RH ACQUISITION CORP DATE OF NAME CHANGE: 19951205 4 1 rrd338612.xml X0304 4 2012-03-12 1 0001004440 CONSTELLATION ENERGY GROUP INC CEG 0001376241 BARRON HENRY B JR 100 CONSTELLATION WAY BALTIMORE MD 21202 0 1 0 0 Executive Vice President Common Stock 2012-03-12 4 M 0 7402 0 A 30477.35 D Common Stock 2012-03-12 4 F 0 3343 35.86 D 27134.35 D Common Stock 2012-03-12 4 D 0 27134.35 D 0 D Common Stock 2012-03-12 4 D 0 6862 D 0 D Common Stock 2012-03-12 4 D 0 418.7336 D 0 I By 401 (k) Stock options (right to buy) 90.00 2012-03-12 4 D 0 23120 D 2018-04-01 Common Stock 23120 0 D Stock options (right to buy) 19.76 2012-03-12 4 D 0 103670 D 2019-02-27 Common Stock 103670 0 D Restricted stock units 2012-03-12 4 D 0 7402 D Common Stock 7402 0 D This transaction involved the vesting of restricted stock units on 3/12/12 in connection with the Merger described below. This amount represents shares withheld to pay taxes due on the restricted stock units that vested on 3/12/12 and is reported in Table II. Disposition of common stock pursuant to Agreement and Plan of Merger (the "Merger") between Exelon Corporation ("Exelon"), Bolt Acquisition Corporation, and Constellation Energy Group, Inc. ("Constellation"), whereby each share of Constellation common stock, without par value, converted into the right to receive 0.9300 shares of Exelon common stock, without par value, having a closing market value of $39.81 per share on the effective date of the Merger and a cash payment being made for any fractional shares. Disposition of stock units pursuant to the Merger, whereby each Constellation stock unit converted into 0.9300 Exelon stock units with a sale restriction that will lapse on 12/26/12 and a cash payment being made for any fractional shares. These are employee stock options. Pursuant to the Merger, each Constellation stock option vested and converted into an option to purchase 0.9300 shares of Exelon common stock, without par value, at an exercise price of $96.78 per share. Pursuant to the Merger, each Constellation stock option vested and converted into an option to purchase 0.9300 shares of Exelon common stock, without par value, at an exercise price of $21.25 per share. Disposition of restricted stock units pursuant to the Merger. The restricted stock units vested and the shares of Constellation common stock received upon vesting converted into the right to receive 0.9300 shares of Exelon common stock, without par value, having a closing market value of $39.81 per share on the effective date of the Merger and a cash payment being made for any fractional shares. The shares of Constellation common stock received upon vesting are included in the number of shares of Constellation common stock disposed of in the Merger reported in Table I. Sean J. Klein, Attorney-In-Fact 2012-03-14