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Form 4 EXELON CORP For: Jan 26 Filed by: Thayer Jonathan W

January 28, 2015 2:28 PM EST
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: December 31, 2014
Estimated average burden
hours per response: 0.5
  
 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 *
Thayer Jonathan W
(Last) (First) (Middle)
10 SOUTH DEARBORN STREET
54TH FLOOR
(Street)
CHICAGO IL 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)
Senior EVP and CFO
3. Date of Earliest Transaction (Month/Day/Year)
01/26/2015
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)
Code V Amount (A) or (D) Price
Common Stock 01/26/2015   M   57,911 A $ 37.34 80,037 (1) D  
Common Stock 01/26/2015   F   22,921 (2) D $ 37.34 57,116 D  
Common Stock 01/26/2015   D   25,072 (3) D $ 37.34 32,044 D  
Common Stock (Restricted Stock Shares)               6,758 (4) D  
Common Stock- 401k Plan Shares               1,659 (5) I by 401k Plan
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Unit Award 01/26/2015 $ 0 01/26/2015   A   23,866     (6)   (6) Common stock 23,866 (6) 23,866 D  
Restricted Stock Unit Award 01/27/2014 $ 0 01/26/2015   M     10,188   (6)   (6) Common stock 10,188 $ 37.34 20,380 (7) D  
Restricted Stock Unit Award 01/28/2013 $ 0 01/26/2015   M     8,250   (6)   (6) Common stock 8,250 $ 37.34 8,256 (8) D  
Performance Shares- Stock Units $ 0 01/26/2015   A   24,473     (9)   (9) Common stock 24,473 (9) 39,473 (9) (10) D  
Performance Shares- Stock Units $ 0 01/26/2015   M     39,473   (10)   (10) Common stock 39,473 $ 37.34 0 D  
Restricted Stock Unit Award 01/28/2013 (11)               (11)   (11) Common stock 30,000   30,000 D  
Explanation of Responses:
1. Balance includes 137 shares acquired on March 10, 2014; 107 shares acquired on June 10, 2014; 123 shares acquired on September 10, 2014; and 114 shares acquired on December 10, 2014 through automatic dividend reinvestment.
2. Shares withheld by the Issuer for reporting person's tax obligation.
3. Shares settled in cash on a 1 for 1 basis.
4. Balance includes 68 shares acquired on March 10, 2014; 55 shares acquired on June 10, 2014; 62 shares acquired on September 10, 2014; and 58 shares acquired on December 10, 2014 through automatic dividend reinvestment.
5. Shares held as of December 31, 2014 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.
6. Restricted stock unit award made pursuant to the Exelon Long Term Incentive Plan. 1/3 of the shares awarded will vest upon the first, second and third anniversary date that is referenced in column 1.
7. This security also includes 1,600 shares from a supplemental award made on May 5, 2014 and reported on a Form 4 filed on May 7, 2014. Balance includes 290 shares acquired on March 10, 2014; 235 shares acquired on June 10, 2014; 282 shares acquired on September 10, 2014; and 261 shares acquired on December 10, 2014 through automatic dividend reinvestment.
8. Balance also includes 165 shares acquired on March 10, 2014; 134 shares acquired on June 10, 2014; 152 shares acquired on September 10, 2014; and 141 shares acquired on December 10, 2014 through automatic dividend reinvestment.
9. Transition performance shares awarded pursuant to the Exelon Long Term Incentive Plan in connection with transition from one-year to three-year performance period for the performance share award program. Shares vest immediately upon award.
10. 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 first and second anniversaries of the grant date. Under certain circumstances some or all of the vested shares may be settled in cash on a 1 for 1 basis based on the cash value of the underlying stock on the date of vesting.
11. Restricted stock unit award made pursuant to the Exelon Long Term Incentive Plan. 100% of share vest on January 28, 2018.
Lawrence C. Bachman, Attorney in Fact for Jonathan W. Thayer 01/28/2015
** 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.

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