SEC FORM 4 SEC Form 4
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*
LAWLESS ROBERT J

(Last) (First) (Middle)
1310 POINT STREET

(Street)
BALTIMORE MD 21231

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Constellation Energy Corp [ CEG ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
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)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
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 (Deferred Stock Units) 03/31/2022 A 835 A $51.32 44,187(1) D
Common Stock 1,091 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 (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 (2) (2) (2) Common Stock 54,380(2) 54,380(2) D
Deferred Compensation - Phantom Share Equivalents(4) (3) 03/31/2022 A 1,258 (3) (3) Common Stock 1,258 $56.25 44,818(3)(4) D
Explanation of Responses:
1. Balance includes approximately 119 shares acquired on March 10, 2022 through automatic dividend reinvestment.
2. Phantom deferred stock units converted from the legacy Constellation Energy Group Inc. ("CEG") 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 CEG common stock in the year of termination of the reporting person's service. Balance updated to reflect approximately 149 additional stock units credited on March 10, 2022 through the dividend reinvestment feature of the plan.
3. Phantom share equivalents acquired in the reporting person's CEG stock fund account that is part of a multi-fund, non-qualified deferred compensation plan and will be settled in cash on a 1-for-1 basis upon termination of the reporting person's service. The balance of phantom share equivalents may fluctuate due to periodic changes in the fund composition. Balance also reflects approximately 34 share equivalents accrued on March 10, 2022 through automatic dividend reinvestment.
4. The reporting person's prior Form 4 reported these as Phantom Deferred Stock Units, but in order to distinguish them from the phantom deferred stock units described in footnote 2, the title has been adjusted to Deferred Compensation - Phantom Share Equivalents. The aggregate amount reported in Column 9 also includes 12,865 phantom share equivalents acquired in connection with the separation of the Issuer from Exelon Corp. effective February 1, 2022 (the "Spin-Off"), as further described in the Issuer's current report on Form 8-K filed on February 2, 2022, which acquisition was exempt from Section 16 of the Securities Exchange Act of 1934, as amended ("Exchange Act") pursuant to Rule 16a-9 under the Exchange Act.
/s/ Brian Buck, Attorney-in-Fact for Robert J. Lawless 04/04/2022
** Signature of Reporting Person Date
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