Sec Form 4 Filing - BUTLER CALVIN JR @ EXELON CORP - 2022-02-08

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person BUTLER CALVIN JR 2. Issuer Name and Ticker or Trading Symbol EXELON CORP [ EXC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Sr EVP & Chf Operating Officer (Last) (First) (Middle) 10 SOUTH DEARBORN STREET, 54TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 02/08/2022 (Street) CHICAGO, IL60603 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares 2022 Restricted Stock Units $ 0 02/08/2022 A 24,507 ( 1 ) ( 1 ) Common Stock 24,507 ( 1 ) 24,507 D 2021 Restricted Stock Units $ 0 ( 1 ) ( 1 ) Common Stock 17,266( 2 ) 17,266( 2 ) D 2020 Restricted Stock Units $ 0 ( 1 ) ( 1 ) Common Stock 7,140( 3 ) 7,140( 3 ) D Earned Performance RSU $ 0 02/08/2022 A 42,571 ( 4 ) ( 4 ) Common Stock 42,571( 4 ) ( 4 ) 42,571( 4 ) D Restricted Stock Unit Award 12/02/2019 $ 0 ( 5 ) ( 5 ) Common Stock 37,532( 5 ) 37,532( 5 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BUTLER CALVIN JR 10 SOUTH DEARBORN STREET 54TH FLOOR CHICAGO, IL60603 Sr EVP & Chf Operating Officer Signatures Elizabeth M. Hensen, Attorney-in-Fact for Calvin Butler Jr. 02/10/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )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 4,170 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. ( 3 )Identical adjustment as described in Note 2. As a result, the balance of this RSU award accrued an additional 1,724 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. ( 4 )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 - 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. ( 5 )Identical adjustment as described in Note 2. As a result, the balance of this RSU award accrued an additional 9,064 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 cliff vest on December 2, 2024 and otherwise has substantially the same terms and conditions as the original award.

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