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^*

IZZO RALPH

(Last)

(First)

(Middle)

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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman, President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
08/03/2012

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⁽¹⁾	06/01/2016		M		30,000	A	$30.03	711,657.974	D
Common Stock⁽¹⁾	06/01/2016		M		20,000	A	$39.165	731,657.974	D
Common Stock⁽¹⁾	06/01/2016		S		18,760	D	$44.9197⁽²⁾	712,897.974	D
Common Stock⁽¹⁾	06/01/2016		S		25,143	D	$44.9197⁽³⁾	687,754.974⁽⁴⁾	D
Common Stock	08/03/2012		I		837.7767	D	$32.64	0.0000	I	By 401(k)

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⁽⁵⁾	⁽⁶⁾	02/19/2013		A		36,710		02/19/2013⁽⁷⁾	⁽⁸⁾	Common Stock	36,710	$31.4	36,710	D
Phantom Stock⁽⁹⁾	⁽¹⁰⁾	02/18/2014		A		65,200		01/01/2017⁽¹¹⁾	⁽⁸⁾	Common Stock	65,200	$0.0000	65,200	D
Phantom Stock⁽⁵⁾	⁽⁶⁾	02/18/2014		A		86,220		02/18/2014⁽⁷⁾	⁽⁸⁾	Common Stock	86,220	$34.9	86,220	D
Phantom Stock⁽⁹⁾	⁽¹⁰⁾	02/17/2015		A		57,750		01/01/2018⁽¹¹⁾	⁽⁸⁾	Common Stock	57,750	$0.0000	57,750	D
Phantom Stock⁽⁵⁾	⁽⁶⁾	02/17/2015		A		150,851		02/17/2015⁽⁷⁾	⁽⁸⁾	Common Stock	150,851	$39.435	150,851	D
Phantom Stock⁽⁹⁾	⁽¹⁰⁾	02/16/2016		A		54,434		01/01/2019⁽¹¹⁾	⁽⁸⁾	Common Stock	54,434	$0.0000	54,434	D
Phantom Stock⁽⁵⁾	⁽⁶⁾	02/16/2016		A		166,512		02/16/2016⁽⁷⁾	⁽⁸⁾	Common Stock	166,512	$41.85	166,512	D
Stock Option⁽¹⁾	$39.165	06/01/2016		M			20,000	01/01/2008	03/20/2017	Common Stock	20,000	$0.0000	53,000	D
Stock Option⁽¹⁾	$30.03	06/01/2016		M			30,000	12/16/2009	12/16/2018	Common Stock	30,000	$0.0000	413,400	D

Explanation of Responses:

1. Pursuant to 10b5-1 Plan

2. This represents the weighted average price of shares purchased at a range between 44.55 and 45.5499.

3. This represents the weighted average price of shares purchased at a range between 44.61 and 45.6099.

4. Amount includes accumulated dividend reinvestments that are exempt from Section 16.

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

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

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

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

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

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

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

	A. Battista, As attorney in fact for R. Izzo	06/02/2016
	** 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).
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