Sec Form 5 Filing - Khouzami Carim V @ EXELON CORP - 2019-12-31

FORM 5 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 Khouzami Carim V 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) CEO of BGE (Last) (First) (Middle) 10 S. DEARBORN STREET, 54TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 12/31/2019 (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 Common Stock 11,008 D Common Stock (401k Shares) 643 ( 1 ) I By 401k Plan

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 Restricted Stock Unit Award 2017 $ 0 ( 2 ) ( 2 ) Common Stock 1,289 1,289 ( 3 ) D Restricted Stock Unit Award 2018 $ 0 ( 2 ) ( 2 ) Common Stock 2,275 2,275 ( 4 ) D Restricted Stock Unit Award 2019 $ 0 ( 2 ) ( 2 ) Common Stock 2,674 2,674 ( 5 ) D Deferred Compensation Equivalent Shares $ 0 ( 6 ) ( 6 ) Common Stock 671 671 ( 7 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Khouzami Carim V 10 S. DEARBORN STREET 54TH FLOOR CHICAGO, IL60603 CEO of BGE Signatures Elizabeth M. Hensen, Attorney-in-Fact for Carim V. Khouzami 01/22/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares held as of December 31, 2019 in a multi-fund 401(k) Plan to be settled in cash upon the reporting person's termination of employment for any reason on a 1:1 basis. Shares are acquired through regular periodic contributions, company matching contributions, and the quarterly reinvestment of dividends. ( 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 addtional RSUs through quarterly dividend reinvestment that vest on the same schedule as the underlying award. ( 3 )Balance includes 10 shares acquired through quarterly dividend reinvestment during 2019 from the date that Mr. Khouzami became a reporting person. ( 4 )Balance includes 18 shares acquired through quarterly dividend reinvestment during 2019 from the date that Mr. Khouzami became a reporting person. ( 5 )Balance includes 21 shares acquired through quarterly dividend reinvestment during 2019 from the date that Mr. Khouzami became a reporting person. ( 6 )Phantom share equivalents 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. ( 7 )Balance includes 32 share equivalents accrued through quarterly dividend reinvestment during 2019 from the date that Mr. Khouzami became a reporting person.

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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