SEC Filing | Exelon Corporation

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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^*

Cornew Kenneth W.

(Last)

(First)

(Middle)

10 SOUTH 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)
Senior Vice President

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2011

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							14,793⁽¹⁾	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)
Performance Shares - Stock Units	⁽²⁾						⁽²⁾	⁽²⁾	Common Stock	2,088		2,088⁽³⁾	D
Restricted Stock Units 08/01/2008	⁽⁴⁾						⁽⁴⁾	⁽⁴⁾	Common Stock	5,000		5,000	D
Restricted Stock Units 07/01/2010	⁽⁵⁾						⁽⁵⁾	⁽⁵⁾	Common Stock	10,000		10,000	D
Deferred Comp. Phantom Shares	⁽⁶⁾						⁽⁶⁾	⁽⁶⁾	Common Stock	424		424	D
NQ Stock Options 01/26/2004	$32.54						⁽⁷⁾	⁽⁷⁾	Common Stock	4,051		4,051	D
NQ Stock Options 01/24/2005	$42.85						⁽⁷⁾	⁽⁷⁾	Common Stock	5,550		5,550	D
NQ Stock Options 01/23/2006	$58.55						⁽⁷⁾	⁽⁷⁾	Common Stock	6,375		6,375	D
NQ Stock Options 01/22/2007	$59.96						⁽⁷⁾	⁽⁷⁾	Common Stock	8,500		8,500	D
NQ Stock Options 01/28/2008	$73.29						⁽⁷⁾	⁽⁷⁾	Common Stock	11,000		11,000	D
NQ Stock Options 01/26/2009	$56.51						⁽⁷⁾	⁽⁷⁾	Common Stock	14,900		14,900	D
NQ Stock Options 01/25/2010	$46.09						⁽⁷⁾	⁽⁷⁾	Common Stock	13,300		13,300	D
NQ stock Options 01/24/2011	$43.4						⁽⁷⁾	⁽⁷⁾	Common Stock	26,000		26,000	D

Explanation of Responses:

1. Balance includes the following shares acquired through the automatic dividend reinvestment feature of Exelon plans: 183 shares on 3/10/2011; 205 shares on 6/10/2011; 206 shares on 9/9/2011; and 173 shares on 12/9/2011.

2. Performance Shares awarded pursuant to the Exelon Long Term Incentive Plan. 1/3 of the shares awarded vested 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.

3. Balance includes the following shares acquired through the automatic dividend reinvestment feature of Exelon plans: 24 shares on 3/10/2011; 25 shares on 6/10/2011; 25 shares on 9/9/2011; and 25 shares on 12/9/2011.

4. Restricted stock units granted under the Issuer's Long Term Incentive Plan. Restricted stock units may be settled on a 1 for 1 basis in shares of Exelon common stock. 100% of the shares will vest on 08/01/2013.

5. Restricted stock units granted under the Issuer's Long Term Incentive Plan. Restricted stock units may be settled on a 1 for 1 basis in shares of Exelon common stock. 100% of the shares will vest on 07/01/2015.

6. Phantom shares held in a multi-fund deferred compensation plan to be settled for 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.

7. 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:

	Kenneth W. Cornew	01/18/2012
	** 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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