Sec Form 4 Filing - Huffman John U @ PEPCO HOLDINGS INC - 2013-08-12

Insider filing report for Changes in Beneficial Ownership
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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
Huffman John U
2. Issuer Name and Ticker or Trading Symbol
PEPCO HOLDINGS INC [ POM]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President and CEO - PES
(Last) (First) (Middle)
PEPCO ENERGY SERVICES INC, 1300 17TH STREET N - SUITE 1600
3. Date of Earliest Transaction (MM/DD/YY)
08/12/2013
(Street)
ARLINGTON, VA22209-3807
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 5,867.647 I By 401(k) plan
Common Stock 08/12/2013 S 100 D $ 20.16 55,841 ( 1 ) D
Common Stock 08/12/2013 S 1,200 D $ 20.155 54,641 ( 1 ) D
Common Stock 08/12/2013 S 1,800 D $ 20.15 52,841 ( 1 ) D
Common Stock 08/12/2013 S 5,200 D $ 20.145 47,641 ( 1 ) D
Common Stock 08/12/2013 S 7,056 D $ 20.14 40,585 ( 1 ) D
Common Stock 08/12/2013 S 4,600 A $ 20.135 35,985 D
Common Stock 08/12/2013 S 444 D $ 20.13 35,541 ( 1 ) D
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Huffman John U
PEPCO ENERGY SERVICES INC
1300 17TH STREET N - SUITE 1600
ARLINGTON, VA22209-3807
President and CEO - PES
Signatures
John U. Huffman by Jeffrey M. Taylor, Attorney-in-Fact 08/13/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Includes service-based restricted stock units (RSUs) awarded in 2012 and 2013 under the long-term incentive plans of Pepco Holdings, Inc. which may be settled solely by delivery of one share of PHI common stock per RSU (and may not be settled in cash), including pursuant to the crediting of dividend equivalents, held by the reporting person as of the date of this report. When a dividend is paid on the PHI common stock, the RSU balance will be credited with additional RSUs equal to the per share amount of the dividend multiplied by the number of RSUs divided by the market price of the common stock on the trading day immediately prior to the dividend payment date. Dividend credits will vest only to the extent the related RSUs vest.

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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