SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Shannon Nancy

(Last)

(First)

(Middle)

CONSOLIDATED EDISON, INC. C/O SECRETARY

4 IRVING PLACE, ROOM 16-205

(Street)

NEW YORK

10003

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/01/2022

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP, Utility Shared Services

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	183.52	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Performance Units (Phantom Stock)⁽¹⁾	⁽²⁾	⁽²⁾	Common Stock	1,700⁽³⁾	⁽⁴⁾	D
Performance Units (Phantom Stock)⁽¹⁾	⁽⁵⁾	⁽⁵⁾	Common Stock	2,700⁽³⁾	⁽⁴⁾	D
Performance Units (Phantom Stock)⁽¹⁾	⁽⁶⁾	⁽⁶⁾	Common Stock	1,500⁽³⁾	⁽⁴⁾	D
Time-Based Restricted Stock Units (Phantom Stock)⁽⁷⁾	⁽⁸⁾	⁽⁸⁾	Common Stock	700	⁽⁴⁾	D

Explanation of Responses:

1. Performance Unit granted under the Consolidated Edison, Inc. ("Company") Long Term Incentive Plan ("LTIP"). Each Performance Unit is the economic equivalent of one share of Company common stock.

2. The Performance Units, granted in 2020, will vest on 12/31/22 and will be settled in 2023 when they are determined and awarded by the Management Development and Compensation Committee of the Company's Board of Directors (the "MD&C Committee").

3. 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 Company LTIP.

4. Not applicable.

5. The Performance Units, granted in 2021, will vest on 12/31/23 and will be settled in 2024 when they are determined and awarded by the MD&C Committee.

6. The Performance Units, granted in 2022, will vest on 12/31/24 and will be settled in 2025 when they are determined and awarded by the MD&C Committee.

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

8. The Time-Based Restricted Stock Units, granted in 2022 under the LTIP, will vest 100% on 12/31/24.

Remarks:

	Vanessa M. Franklin; Attorney-in-Fact	07/01/2022
	** 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 5 (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.