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 *
Aliabadi Paymon
  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)
EVP, Chief Enterprise Risk Ofr
(Last)
(First)
(Middle)
10 S. DEARBORN STREET, 54TH FLOOR
3. Date of Earliest Transaction (Month/Day/Year)
01/30/2017
(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 01/30/2017   M   71,040 A $ 35.04 108,963 D  
Common Stock 01/30/2017   F   28,456 (1) D $ 35.04 80,507 D  
Common stock 01/30/2017   D   14,072 (2) D $ 35.04 66,435 D  
Common Stock (ESPP shares)               228 D  

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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 Unit Awards $ 0 01/30/2017   A   16,822     (3)   (3) Common stock 16,822 (3) 58,570 D  
Restricted Stock Unit Awards $ 0 01/30/2017   M     21,063   (3)   (3) Common stock 21,063 $ 35.04 37,507 D  
Performance Shares- Stock Units $ 0 01/30/2017   A   49,977     (4)   (4) Common stock 49,977 (4) 49,977 D  
Performance Shares- Stock Units $ 0 01/30/2017   M     49,977   (4)   (4) Common stock 49,977 $ 35.04 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Aliabadi Paymon
10 S. DEARBORN STREET
54TH FLOOR
CHICAGO, IL 60603
      EVP, Chief Enterprise Risk Ofr  

Signatures

 Scott N. Peters, Attorney in Fact for Paymon Aliabadi   01/31/2017
**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) Shares withheld by the Issuer for reporting person's tax obligation.
(2) Shares settled in cash on a 1 for 1 basis.
(3) Restricted stock unit awards made pursuant to the Exelon Long Term Incentive Plan. Share awards are made annually in January at the Compensation and Leadership Development committee's meeting and vest in 1/3 increments on the date of the committee's January meeting in the first, second and third years after the award was made.
(4) Performance share stock units award made pursuant to the Exelon Long Term Incentive Plan for the three-year performance period from January 1, 2014 to December 31, 2016. Shares vest immediately upon award. The vested shares were settled half in cash and half in stock on a 1 for 1 basis based on the cash value of the underlying stock on the date of vesting.

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