Statement of Changes in Beneficial Ownership (4)
29 7월 2017 - 6:55AM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
*
Thayer Jonathan W
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2. Issuer Name
and
Ticker or Trading Symbol
EXELON CORP
[
EXC
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Senior EVP and CFO
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(Last)
(First)
(Middle)
10 SOUTH DEARBORN STREET, 54TH FLOOR
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3. Date of Earliest Transaction
(MM/DD/YYYY)
7/27/2017
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(Street)
CHICAGO, IL 60603
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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7/27/2017
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M
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155708
(1)
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A
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$21.25
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237181
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D
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Common Stock
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7/27/2017
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S
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155708
(1)
(2)
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D
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$38.00
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81473
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D
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Common stock
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7/27/2017
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S
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47242
(1)
(5)
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D
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$38.00
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34231
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D
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Common Stock
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7/28/2017
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M
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11961
(1)
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A
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$21.25
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46192
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D
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Common Stock
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7/28/2017
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S
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11961
(1)
(6)
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D
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$38.01
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34231
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D
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Common Stock
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7/28/2017
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S
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758
(1)
(5)
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D
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$38.01
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33473
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D
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Common Stock (401k Shares)
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1811
(3)
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I
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By 401k Plan
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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NQ Stock Options 02/27/2009
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$21.25
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7/27/2017
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M
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155708
(1)
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(4)
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(4)
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Common Stock
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155708
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(4)
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11961
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D
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NQ Stock Options 02/27/2009
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$21.25
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7/28/2017
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M
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11961
(4)
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(4)
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(4)
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Common Stock
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11961
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(4)
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0
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D
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Explanation of Responses:
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(1)
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Exercise & sale of shares made pursuant to a Rule 10b5-1 Trading Plan executed on December 16, 2016.
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(2)
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Shares were sold in lots ranging in price from $38.00 to $38.03. Mr. Thayer undertakes to provide upon request by the SEC Staff, the issuer, or a security holder of the issuer, full information rgarding the number of shares purchased or sold at each separate price.
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(3)
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Shares held as of June 30, 2017 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.
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(4)
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Non-qualified employee stock options originally granted by Constellation Energy Group that vested and were converted pursuant to the Merger Agreement. Each Constellation option was converted into an option to purchase Exelon common stock at the rate of 0.93 shares of Exelon common stock for each share of Constellation common stock at a strike price equal to the quotient of the original Constellation strike price and 0.93. The grant is fully vested and will expire on the tenth anniversary of the grant date referenced in Column 1.
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(5)
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Shares were sold in lots ranging in price from $38.00 to $38.04. Mr. Thayer undertakes to provide upon request by the SEC Staff, the issuer, or a security holder of the issuer, full information rgarding the number of shares purchased or sold at each separate price.
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(6)
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Shares were sold in lots ranging in price from $38.00 to $38.06. Mr. Thayer undertakes to provide upon request by the SEC Staff, the issuer, or a security holder of the issuer, full information rgarding the number of shares purchased or sold at each separate price.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Thayer Jonathan W
10 SOUTH DEARBORN STREET
54TH FLOOR
CHICAGO, IL 60603
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Senior EVP and CFO
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Signatures
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Scott N. Peters, Attorney in Fact for Jonathan W. Thayer
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7/28/2017
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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