SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

MCHUGH JAMES

(Last)

(First)

(Middle)

10 S DEARBORN STREET

54TH FLOOR

(Street)

CHICAGO

60603

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/06/2021

3. Issuer Name and Ticker or Trading Symbol
EXELON CORP [ EXC ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP & Chief Commercial Officer

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	25,598	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Restricted Stock Unit Award (02/04/2019)	⁽¹⁾	⁽¹⁾	Common stock	4,275⁽¹⁾	⁽¹⁾	D
Restricted Stock Unit Award (01/27/2020)	⁽²⁾	⁽²⁾	Common stock	8,301⁽²⁾	⁽²⁾	D
Restricted Stock Unit Award (01/25/2021)	⁽³⁾	⁽³⁾	Common stock	13,068⁽³⁾	⁽³⁾	D
Restricted Stock Unit Award (04/05/2021)	⁽⁴⁾	⁽⁴⁾	Common stock	20,318⁽⁴⁾	⁽⁴⁾	D
Deferred Phantom Shares	⁽⁵⁾	⁽⁵⁾	Common stock	2,175⁽⁵⁾	⁽⁵⁾	D

Explanation of Responses:

1. Remaining 1/3 increment of annual restricted stock unit (RSU) award granted in February, 2019 pursuant to the Exelon Long Term Incentive Plan; each award vests in 1/3 increments on the date of the Compensation & Leadership Development Committee's January or February meeting in the first, second and third years after the award was granted. Award balances accrue additional units through automatic dividend reinvestment, which vest on the same schedule as the underlying award.

2. Remaining 2/3 increment of annual RSU award granted in January, 2020 pursuant to the Exelon Long Term Incentive Plan; each award vests in 1/3 increments on the date of the Compensation & Leadership Development Committee's January or February meeting in the first, second and third years after the award was granted. Award balances accrue additional units through automatic dividend reinvestment, which vest on the same schedule as the underlying award.

3. Annual RSU award granted in January 2021 pursuant to the Exelon Long Term Incentive Plan; each award vests in 1/3 increments on the date of the Compensation & Leadership Development Committee's January or February meeting in the first, second and third years after the award was granted. Award balances accrue additional units through automatic dividend reinvestment, which vest on the same schedule as the underlying award.

4. Restricted stock unit award granted pursuant to the Exelon LTI plan. All shares will cliff vest on April 5, 2025. Award balance accrue additional units through automatic dividend reinvestment which will vest on the same schedule as the underlying award. .

5. Phantom share equivalents held as of November 30, 2021 representing units held in the Exelon stock fund in a multi-fund, non-qualified deferred compensation plan. The Exelon stock fund is a unitized fund that consists of Exelon common stock and short term investments. Units of the fund will be settled upon the reporting person's separation from the company for any reason. Units will be settled in cash. Units are acquired through regular periodic contributions, company matching contributions and the reinvestment of dividend equivalents. The balance of phantom share equivalents may fluctuate due to periodic changes in the fund composition.

	Elizabeth M. Hensen, Attorney-in-Fact for James McHugh	12/14/2021
	** 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 5 (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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