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Form 4 EXELON CORP For: Jul 01 Filed by: Cornew Kenneth W.

July 2, 2015 5:41 PM EDT
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 *
Cornew Kenneth 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)
Sr EVP & Chf Commercial Off.
3. Date of Earliest Transaction (Month/Day/Year)
07/01/2015
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 07/01/2015   M   10,000 A $ 31.73 52,988 D  
Common Stock 07/01/2015   F   5,192 (1) D $ 31.73 47,796 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Unit Award 07-01-2010 (2) 07/01/2015   M     10,000   (2)   (2) Common stock 10,000 $ 31.73 0 D  
Restricted Stock Unit Award 01-28-2013 (3)               (3)   (3) Common stock 30,000   30,000 D  
Restricted Stock Unit Award 01/26/2015 $ 0               (4)   (4) Common stock 26,274   26,274 (5) D  
Restricted Stock Unit Award 01/27/2014 $ 0               (4)   (4) Common stock 23,532   23,532 (6) D  
Restricted Stock Unit Award 01/28/2013 $ 0               (4)   (4) Common stock 10,098   10,098 (7) D  
Def. Comp. Phantom Share Equivalents (8)               (8)   (8) Common stock 1,566   1,566 (9) D  
Explanation of Responses:
1. Shares withheld by the Issuer for reporting person's tax obligation.
2. Restricted stock unit award made pursuant to the Exelon Long Term Incentive Plan. 100% of the shares vest on July 1, 2015.
3. Restricted stock unit award made pursuant to the Exelon Long Term Incentive Plan. 100% of the shares vest on January 28, 2018.
4. 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.
5. Balance includes 249 shares acquired on March 10, 2015 and 236 shares acquired on June 10, 2015 through automatic dividend reinvestment.
6. Balance includes 223 shares acquired on March 10, 2015 and 212 shares acquired on June 10, 2015 through automatic dividend reinvestment.
7. This security also includes 3,600 shares from a supplemental award made on May 28, 2013 and reported a Form 4 filed on May 29, 2013. Balance includes 96 shares acquired on March 10, 2015 and 91 shares acquired on June 10, 2015 through automatic dividend reinvestment.
8. Phantom share equivalents representing units held in the Exelon stock fund in a multi-fund, non-qualified deferred compensation plan. The Exelon stock fund is a unitized fund that consists of Exelon common stock and short term investments. Units of the fund will be settled upon the reporting person's separation from the board for any reason. Units will be settled in cash. Units are acquired through regular periodic contributions of deferred board compensation and the reinvestment of dividend equivalents. The balance of phantom share equivalents may fluctuate from time to time due to fluctuations in the fund composition.
9. Balance as of June 30, 2015. Balance includes 14 shares equivalents accrued on February 11, 2015 and 14 share equivalents accrued on May 13, 2015 through automatic dividend reinvestment.
Scott N. Peters, Attorney in Fact for Kenneth W. Cornew 07/02/2015
** 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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