Ownership Submission
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 OF SECURITIES

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Velazquez David M
  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)
Pres. & CEO, Pepco Holdings
(Last)
(First)
(Middle)
10 S. DEARBORN STREET, 54TH FLOOR
3. Date of Earliest Transaction (Month/Day/Year)
02/04/2019
(Street)

CHICAGO, IL 60603
4. If Amendment, Date 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
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 02/04/2019   M   35,135 A (1) 51,532 D  
Common Stock 02/04/2019   F   14,835 D $ 47.34 36,697 D  
Common Stock 02/04/2019   D   7,219 D $ 47.34 29,479 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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
(Month/Day/Year)
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 Units 2016 $ 0 02/04/2019   M     2,876   (2)   (2) Common Stock 2,876 (2) 0 D  
Restricted Stock Units 2017 $ 0 02/04/2019   M     2,771   (2)   (2) Common Stock 2,771 (2) 2,774 D  
Restricted Stock Units 2018 $ 0 02/04/2019   M     2,446   (2)   (2) Common Stock 2,446 (2) 4,900 D  
Restricted Stock Units 2019 $ 0 02/04/2019   A   5,756     (2)   (2) Common Stock 5,756 (2) 5,756 D  
Performance Shares 2016-2018 (stock units) $ 0 02/04/2019   A   27,042     (3)   (3) Common Stock 27,042 (3) 27,042 D  
Performance Shares 2016-2018 (stock units) $ 0 02/04/2019   M     27,042   (3)   (3) Common Stock 27,042 (3) 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Velazquez David M
10 S. DEARBORN STREET
54TH FLOOR
CHICAGO, IL 60603
      Pres. & CEO, Pepco Holdings  

Signatures

 Katherine A. Smith, Attorney-in-Fact for David M. Velazquez   02/06/2019
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Common shares acquired through conversion of previously awarded and vested restricted stock units (RSUs) and performance share (stock units) under the Exelon Long Term Incentive Plan.
(2) Restricted stock unit (RSUs) award 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 dates of the Committee's January or February meetings held in the first, second, and third years after the grant date. Each RSU represents the right to receive one share of Exelon common stock. Awards accrue additional RSUs acquired through quarterly dividend reinvestment that vest on the same schedule as the underlying award.
(3) Performance share (stock unit) award granted pursuant to the Exelon Long Term Incentive Plan for the three-year performance period of January 1, 2016 to December 31, 2018, based on the Compensation and Leadership Development Committee's determination of performance achieved for the period. Each performance share (stock unit) represents the right to receive one share or the economic equivalent value of one share of Exelon common stock. Performance share (stock units) awards vest immediately upon grant date.

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