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

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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^*

Noyes Mark

(Last)

(First)

(Middle)

CONSOLIDATED EDISON, INC. C/O SECRETARY

4 IRVING PLACE; ROOM 16 - 205

(Street)

NEW YORK

10003

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CONSOLIDATED EDISON INC [ ED ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President & CEO, CECEB

3. Date of Earliest Transaction (Month/Day/Year)
02/16/2022

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)
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	02/16/2022		M		7,755	A	⁽¹⁾	16,319.328⁽²⁾	D
Common Stock								18.853⁽³⁾	I	By Tax Reduction Act Stock Ownership Plan (TRASOP)

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)
Performance Units (Phantom Stock)	⁽⁴⁾	02/17/2022		A		9,000		⁽⁵⁾	⁽⁵⁾	Common Stock	9,000⁽⁶⁾	⁽¹⁾	9,000⁽⁶⁾	D
Time-Based Restricted Stock Units	⁽⁷⁾	02/17/2022		A		3,800		⁽⁸⁾	⁽⁸⁾	Common Stock	3,800	⁽¹⁾	3,800	D
Performance Units (Phantom Stock)	⁽⁴⁾	02/16/2022		M			7,755	02/16/2022	02/16/2022	Common Stock	7,755⁽⁹⁾	⁽¹⁾	0	D

Explanation of Responses:

1. Not applicable.

2. Total includes 72.763, 83.056, 87.909, and 79.237 Deferred Stock Units ("DSUs") acquired on March 15, 2021, June 15, 2021 and September 15, 2021, and December 15, 2021 respectively pursuant to Consolidated Edison, Inc. (the "Company") Long Term Incentive Plan's ("LTIP") dividend reinvestment provision. Each DSU represents one share of the Company's common stock.

3. Between 2/17/21 and 01/31/22 the reporting person acquired 0.707 shares of Company common stock under the TRASOP. The information in this report is based on a TRASOP plan statement dated as of 01/31/22.

4. Each Performance Unit is the economic equivalent of one share of Company common stock.

5. Performance Units granted under the LTIP will vest in 2025 when they are determined and awarded by the Management Development and Compensation Committee of the Company's Board of Directors.

6. The number of shares (or cash equivalents) will be adjusted based on certain performance criteria, including criteria other than the market price, as specified under the LTIP.

7. Each Time-Based Restricted Stock Unit respresents a contingent right to receive one share of Company common stock.

8. The Time-Based Restricted Stock Units granted under the LTIP will vest 100% on December 31, 2024.

9. The number of shares (or cash equivalents) were adjusted based on certain performance criteria, including criteria other than the market price, as specified under the LTIP.

Remarks:

	Vanessa M. Franklin; Attorney-in-Fact	02/17/2022
	** 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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