FORM 4 |
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 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Constellation Energy Corp [ CEG ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/31/2022 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 (Deferred Stock Units) | 03/31/2022 | A | 835 | A | $51.32 | 44,186(1)(3) | D | |||
Common Stock | 636(2) | D | ||||||||
Common Stock | 203(2) | I | By de Balmann Family Holdings LLLP |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 Securities Underlying Derivative Security (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: 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 | ||||||||
Phantom Deferred Stock Units | (4) | (4) | (4) | Common Stock | 49,011(1)(5) | 49,011(1)(5) | D |
Explanation of Responses: |
1. In connection with the separation of the Issuer from Exelon Corp. effective February 1, 2022 (the "Spin-Off"), as further described in the Constellation Energy Group Inc. ("Constellation") current report on Form 8-K filed on February 2, 2022, each Exelon deferred stock unit ("DSU") held immediately prior to the Spin Off by a Constellation employee or director was replaced with a substitute Constellation DSU in an amount equal to the number of Exelon DSUs multiplied by a fraction, the numerator of which is the volume-weighted average price of Exelon common stock for the five trading days preceding and including February 1, 2022, and the denominator of which is the volume-weighted average price of Constellation common stock ("Common Stock") for the five trading days beginning February 2, 2022. Each substitute Constellation DSU shall vest based on the holder's continued service, and otherwise shall have substantially the same terms and conditions as the corresponding Exelon DSU. |
2. In connection with the Spin-Off, each Exelon Corp. shareholder received a pro-rata dividend in the form of one share of Common Stock for every three shares of Exelon Corp. common stock held by such shareholder on the January 20, 2022 record date. The reporting person acquired these shares of Common Stock in connection with the Spin-Off and such acquisitions were exempt from Section 16 of the Securities Exchange Act of 1934, as amended ("Exchange Act") pursuant to Rule 16a-9 under the Exchange Act |
3. Balance includes approximately 43,233 DSUs acquired in connection with the Spin-Off in a transaction exempt from Section 16 of the Exchange Act pursuant to Rule 16a-9 under the Exchange Act and approximately 119 shares acquired on March 10, 2022 through automatic dividend reinvestment. |
4. Phantom DSUs converted from the legacy Constellation Deferred Compensation Plan for Non-employee Directors that will be settled in cash on a 1-for-1 basis using the year-end price of Common Stock in the year of termination of the reporting person's service. |
5. Balance includes approximately 48,877 Phantom DSUs acquired in connection with the Spin-Off in a transaction exempt from Section 16 of the Exchange Act pursuant to Rule 16a-9 under the Exchange Act and approximately 134 additional stock units credited on March 10, 2022 through the dividend reinvestment feature of the plan. |
/s/ Brian Buck, Attorney-in-Fact for Yves de Balmann | 04/04/2022 | |
** Signature of Reporting Person | Date | |
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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |