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^*

LaRossa Ralph A

(Last)

(First)

(Middle)

PUBLIC SERVICE ENTERPRISE GROUP INC.

80 PARK PLAZA

(Street)

NEWARK

07102

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PUBLIC SERVICE ENTERPRISE GROUP INC [ PEG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President & COO - PSE&G

3. Date of Earliest Transaction (Month/Day/Year)
02/19/2013

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	06/14/2016		S		35,824	D	$44.3629⁽¹⁾	84,322.2506⁽²⁾	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)	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)
Phantom Stock⁽³⁾	⁽⁴⁾	02/19/2013		A		10,800		01/01/2016⁽⁵⁾	⁽⁶⁾	Common Stock	10,800	$0.0000	10,800	D
Phantom Stock⁽⁷⁾	⁽⁸⁾	02/19/2013		A		5,838		02/19/2013⁽⁹⁾	⁽⁶⁾	Common Stock	5,838	$31.4	5,838	D
Phantom Stock⁽³⁾	⁽⁴⁾	02/18/2014		A		11,400		01/01/2017⁽⁵⁾	⁽⁶⁾	Common Stock	11,400	$0.0000	11,400	D
Phantom Stock⁽⁷⁾	⁽⁸⁾	02/18/2014		A		25,080		02/18/2014⁽⁹⁾	⁽⁶⁾	Common Stock	25,080	$34.9	25,080	D
Phantom Stock⁽⁷⁾	⁽⁸⁾	02/18/2014		A		12,433		02/18/2014⁽⁹⁾	⁽⁶⁾	Common Stock	12,433	$34.9	37,513	D
Phantom Stock⁽⁷⁾	⁽⁸⁾	02/16/2016		A		24,688		02/16/2016⁽⁹⁾	⁽⁶⁾	Common Stock	24,688	$41.85	24,688	D

Explanation of Responses:

1. This represents the weighted average price of shares sold at a range between 44.22 and 44.48.

2. Amount includes accumulated dividend and equivalent reinvestments that are exempt from Section 16.

3. LTIP Restricted Stock Unit Grant. Phantom stock represents the share equivalent of amount deferred under the Equity Deferral Plan upon vesting.

4. Phantom stock converts into common stock on a one-for-one basis upon vesting on January 1st of the 3rd year following the grant.

5. Date shown is vesting date of LTIP Restricted Stock Unit.

6. Phantom stock does not have a corresponding expiration date.

7. LTIP Performance Stock Units. Phantom stock represents the share equivalent of vested amount deferred under the Equity Deferral Plan.

8. Phantom stock converts into common stock on a one-for-one basis.

9. Date shown is vesting date of LTIP Performance Stock Unit.

	A. Battista, As Attorney-in-fact for R. A. LaRossa	06/16/2016
	** 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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