Carim V. Khouzami - Feb 8, 2022 Form 4 Insider Report for EXELON CORP (EXC)

Role
CEO of BGE
Signature
Elizabeth M. Hensen, Attorney-in-Fact for Carim V Khouzami
Stock symbol
EXC
Transactions as of
Feb 8, 2022
Transactions value $
$0
Form type
4
Date filed
2/10/2022, 07:39 PM
Previous filing
Feb 1, 2022
Next filing
Mar 25, 2022

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction EXC 2022 Restricted Stock Units Award +6.32K 6.32K Feb 8, 2022 Common Stock 6.32K $0.00 Direct F1
transaction EXC Earned Performance RSU Award +16.2K 16.2K Feb 8, 2022 Common Stock 16.2K $0.00 Direct F4
holding EXC 2021 Restricted Stock Units 5.7K Feb 8, 2022 Common Stock 5.7K $0.00 Direct F1, F2
holding EXC 2020 Restricted Stock Units 2.72K Feb 8, 2022 Common Stock 2.72K $0.00 Direct F1, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Restricted stock units (RSU) awarded under the Exelon Long Term Incentive Plan (LTIP). Award vests in 1/3 increments at the January or February meeting of the Exelon Compensation Committee with each RSU representing the right to receive one share of Exelon common stock upon vesting. RSUs accrue quarterly dividend equivalents in the form of additional RSUs representing common stock dividends as approved by the Board, which vest on the same schedule as the underlying RSU.
F2 In connection with the separation of Constellation Energy Corp (Constellation) from Exelon effective February 1, 2022 (the Spin-Off), the unvested balance of RSU awards outstanding immediately prior to the Spin-Off were adjusted to preserve their intrinsic value post-Spin Off. As a result, the balance of this RSU award accrued an additional 1,377 RSUs. Such adjustment is exempt from Section 16 of the Securities Exchange Act of 1934, as amended (Exchange Act) pursuant to Rule 16a-9 under the Exchange Act. The award will continue to vest on its original schedule and otherwise has substantially the same terms and conditions as the original award.
F3 Identical adjustment as described in Note 2. As a result, the balance of this RSU award accrued an additional 656 RSUs. Such adjustment is exempt from Section 16 of the Securities Exchange Act of 1934, as amended (Exchange Act) pursuant to Rule 16a-9 under the Exchange Act. The award will continue to vest on its original schedule and otherwise has substantially the same terms and conditions as the original award.
F4 RSUs awarded under the LTIP. Award cliff vests at the January 2023 meeting of the Exelon Compensation Committee with each RSU representing the right to receive one share of Exelon common stock upon vesting. RSUs accrue quarterly dividend equivalents in the form of additional RSUs representing common stock dividends as approved by the Board, which vest on the same schedule as the underlying RSU. In connection with Spin-Off, this award replaces the 2020 to 2022 performance share award. The Exelon Compensation Committee approved the conversion and replacement to the outstanding award target based on 2021 year-end performance, as adjusted for the Spin-Off.