Sec Form 4 Filing - Souza Fabian @ EXELON CORP - 2021-04-05

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 Souza Fabian 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) SVP and Corporate Controller (Last) (First) (Middle) 10 S. DEARBORN STREET 3. Date of Earliest Transaction (MM/DD/YY) 04/05/2021 (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 2021 Restricted Stock Units $ 0 04/05/2021 A 29,227 ( 1 ) ( 1 ) Common Stock 29,227 ( 1 ) 29,227 D 2019 Restricted Stock Units $ 0 ( 2 ) ( 2 ) Common Stock 1,641 1,641 ( 3 ) D 2020 Restricted Stock Units $ 0 ( 2 ) ( 2 ) Common Stock 3,186 3,186 ( 4 ) D 2021 Restricted Stock Units $ 0 ( 2 ) ( 2 ) Common Stock 5,015 5,015 ( 5 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Souza Fabian 10 S. DEARBORN STREET CHICAGO, IL60603 SVP and Corporate Controller Signatures Elizabeth M. Hensen, Attorney-in-Fact for Fabian E. Souza 04/06/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Restricted stock award granted pursuant to the Exelon Long Term Incentive Plan on April 5, 2021. Shares will cliff-vest on the 5th anniversary of the grant date. ( 2 )Previously awarded restricted stock units (RSUs) granted pursuant to the Exelon Long Term Incentive Plan. RSUs are granted annually at the Compensation and Leadership Development Committee's first meeting in January or February and vest in 1/3 increments on the date of the committee's first annual meeting in the first, second and third years after the award was granted. Award balances accrue additional RSUs through quarterly dividend reinvestment that vest on the same schedule as the underlying award. ( 3 )Balance includes 14 shares acquired on March 15, 2021 through automatic dividend reinvestment. ( 4 )Balance includes 28 shares acquired on March 15, 2021 through automatic dividend reinvestment. ( 5 )Balance includes 44 shares acquired on March 15, 2021 through automatic dividend reinvestment.

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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