SEC FORM 5

SEC Form 5

FORM 5

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

ANNUAL 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).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

Nigro Joseph

(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)
	Sr. EVP & Chief Fin. Officer

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2018

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 at end of Issuer's Fiscal Year (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)	3. Transaction Code (Instr. 8)	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							81,873	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)	4. Transaction Code (Instr. 8)	(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)
Restricted Stock Unit Awards 2016	$0						⁽¹⁾	⁽¹⁾	Common Stock	8,024		8,024⁽²⁾	D
Restricted Stock Unit Awards 2017	$0						⁽¹⁾	⁽¹⁾	Common Stock	11,996		11,996⁽³⁾	D
Restricted Stock Unit Awards 2018	$0						⁽¹⁾	⁽¹⁾	Common Stock	20,889		20,889⁽⁴⁾	D
Restricted Stock Unit Award (01/29/2018)	$0						⁽⁵⁾	⁽⁵⁾	Common Stock	40,000		40,000	D
NQ Stock Option (right to buy) 03/12/2012	$39.81						⁽⁶⁾	⁽⁶⁾	Common Stock	13,000		13,000	D
NQ Stock Option (right to buy) 01/24/2011	$43.4						⁽⁶⁾	⁽⁶⁾	Common Stock	13,400		13,400	D
NQ Stock Option (right to buy) 01/25/2010	$46.09						⁽⁶⁾	⁽⁶⁾	Common Stock	3,800		3,800	D

Explanation of Responses:

1. Previously awarded restricted stock units (RSUs) granted pursuant to the Exelon Long Term Incentive Plan. RSUs are granted annually at the Compensation and Leadership Development committee's first meeting in January or February and vest in 1/3 increments on the date of the committee's first annual meeting in the first, second and third years after the award was granted. Award balances accrue addtional RSUs through quarterly dividend reinvestment that vest on the same schedule as the underlying award.

2. Balance includes 187 shares acquired through quarterly dividend reinvestment during 2018.

3. Balance includes 280 shares acquired through quarterly dividend reinvestment during 2018.

4. Balance includes 488 shares acquired through quarterly dividend reinvestment during 2018.

5. Restricted stock unit award granted pursuant to the Exelon Long Term Incentive Plan. 100% of the shares will vest on January 22, 2022.

6. Non qualified employee stock options, awarded pursuant to the Exelon Long Term Incentive Plan. Options are fully vested and expire on the tenth anniversay of the grant date referenced in Column 1.

Remarks:

	Katherine A. Smith, Attorney-in-Fact for Joseph Nigro	01/29/2019
	** 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).
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