SEC FORM 4

SEC Form 4

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^*

SHATTUCK MAYO A III

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive Chairman

3. Date of Earliest Transaction (Month/Day/Year)
03/12/2012

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	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- Stock Units	03/12/2012		A		140,387	A	⁽¹⁾	140,387	D
Common Stock	03/12/2012		A		430,941	A	⁽²⁾	430,941	D
Common Stock- 401k Plan Shares	03/12/2012		A		1,672	A	⁽³⁾	1,672	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)
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)	Code	V	(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)
NQ Stock Options 02/26/2004	$42.62	03/12/2012		A		171,838		⁽⁴⁾	⁽⁴⁾	Common Stock	171,838	⁽⁴⁾	171,838	D
NQ Stock Options 02/24/2005	$54.8	03/12/2012		A		310,815		⁽⁴⁾	⁽⁴⁾	Common stock	310,815	⁽⁴⁾	310,815	D
NQ Stock Options 12/21/2005	$62.73	03/12/2012		A		70,562		⁽⁴⁾	⁽⁴⁾	Common stock	70,562	⁽⁴⁾	70,562	D
NQ Stock Options 02/22/2007	$81.56	03/12/2012		A		272,527		⁽⁴⁾	⁽⁴⁾	Common stock	272,527	⁽⁴⁾	272,527	D
NQ Stock Options 02/21/2008	$101.05	03/12/2012		A		210,691		⁽⁴⁾	⁽⁴⁾	Common stock	210,691	⁽⁴⁾	210,691	D
NQ Stock Options 02/27/2009	$21.25	03/12/2012		A		726,562		⁽⁴⁾	⁽⁴⁾	Common Stock	726,562	⁽⁴⁾	726,562	D
NQ Stock Options 02/26/2010	$37.71	03/12/2012		A		379,337		⁽⁴⁾	⁽⁴⁾	Common stock	397,337	⁽⁴⁾	397,337	D
NQ Stock Options 02/25/2011	$32.46	03/12/2012		A		465,892		⁽⁴⁾	⁽⁴⁾	Common stock	465,892	⁽⁴⁾	465,892	D
NQ Stock Options 02/24/2012	$39.24	03/12/2012		A		653,511		⁽⁵⁾	⁽⁵⁾	Common stock	653,511	⁽⁵⁾	653,511	D

Explanation of Responses:

1. Stock units acquired pursuant to the Agreement and Plan of Merger (the "Merger") between Exelon Corporation, ("Exelon"), Bolt Acquistion Corporation and Constellation Energy Group, Inc. ("Constellation") whereby each Constellation stock unit was converted to 0.93 Exelon stock units and a cash payment being made for any fractional shares. Stock units have a sales restriction that will lapse on 12/26/2012.

2. Common stock acquired pursuant to the Merger, whereby each share of Constellation common stock was converted to 0.93 share of Exelon common stock and a cash payment being made for any fractional shares.

3. Common stock held in a multi-fund 401(k) plan, acquired pursuant to the Merger, whereby each share of Constellation common stock was converted to 0.93 share of Exelon common stock and a cash payment being made for any fractional shares.

4. Non qualified employee stock options originally granted by Constellation that vested and were converted pursuant to the Merger. 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.

5. Non qualified employee stock options originally granted by Constellation that were converted pursuant to the Merger. 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. These stock options were granted on 2/24/12 and 1/3 will vest on each of 2/24/13, 2/24/14, and 2/24/15.

Remarks:

	Scott N. Peters, Attorney in Fact for Mayo A. Shattuck III	03/14/2012
	** 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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