| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
EXELON CORP [ EXC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/24/2005 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock (Deferred Shares) | 01/24/2005 | M | 5,567 | A | $42.85 | 9,304(1) | I | By Stock Deferral Plan | ||
| Common Stock (Deferred Shares) | 01/24/2005 | F | 249 | D | $42.85 | 9,054 | I | By Stock Deferral Plan | ||
| Common Stock | 8,000 | D | ||||||||
| Common Stock (401k Shares) | 488(2) | D | ||||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Performance Shares - Stock Units | (3) | 01/24/2005 | A | 8,209 | (3) | (3) | Common Stock | 8,209 | (3) | 12,586(4) | D | ||||
| Performance Shares - Stock Units | $42.85 | 01/24/2005 | M | 5,567 | (3) | (3) | Common Stock | 5,567 | (3) | 7,019 | D | ||||
| NQ Stock Options (01/24/05) | $42.85 | 01/24/2005 | A | 14,000 | (5) | (5) | Common Stock | 14,000 | (5) | 14,000 | D | ||||
| Explanation of Responses: |
| 1. Balance includes 15 shares acquired on 03/10/04, 30 shares acquired on 06/10/04, 30 shares acquired on 09/10/04, and 35 shares acquired on 12/10/04 through the automatic dividend reinvestment feature of Exelon plans, and also includes 1,820 shares acquired as a result of a 2 for 1 stock split in the form of a dividend that was distributed as of May 5, 2004. |
| 2. Shares held as of 12/31/2004 in a multi-fund 401(k) Plan to be settled in cash upon the reporting person's termination of employment for any reason on a 1:1 basis. Shares are acquired through regular periodic contributions, company matching contributions, and the automatic reinvestment of dividends. |
| 3. Performance Shares awarded pursuant to the Exelon Long Term Incentive Plan. 1/3 of the shares awarded vest immediately upon receipt. The remaining shares vest in 1/3 increments on each of the second and third anniversaries of the award date. At the election of the reporting person, under certain circumstances up to one half of the second and third vestings may either be settled in common stock on a 1 for 1 basis, or be settled in cash based on the cash value of the underlying stock on the date of vesting. |
| 4. Balance includes 17 shares acquired on 03/10/04, 36 shares acquired on 06/10/04, 35 shares acquired on 09/10/04, and 41 shares acquired on 12/10/04 through the automatic dividend reinvestment feature of Exelon plans, and also includes 2,133 shares acquired as a result of a 2 for 1 stock split in the form of a dividend that was distributed as of May 5, 2004. |
| 5. Non qualified employee stock options, awarded pursuant to the Exelon Long Term Incentive Plan. Options vest in 1/4 increments on each of the first four anniversaries of the grant date, referenced in column one, and expire on the tenth anniversay of the grant date. |
| Remarks: |
| Scott N. Peters, Esq. Attorney in Fact for Matthew F. Hilzinger | 01/25/2005 | |
| ** 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. | ||