Matthew Bauer - Feb 8, 2022 Form 4 Insider Report for Constellation Energy Corp (CEG)

Signature
/s/ Brian Buck, Attorney-in-Fact for Matthew Bauer
Stock symbol
CEG
Transactions as of
Feb 8, 2022
Transactions value $
$0
Form type
4
Date filed
2/10/2022, 08:10 PM
Previous filing
Feb 10, 2022
Next filing
Feb 1, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding CEG Common Stock 3.12K Feb 8, 2022 Direct F1, F6

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction CEG 2022 Restricted Stock Units Award $0 +2.1K $0.00 2.1K Feb 8, 2022 Common Stock 2.1K Direct F2
holding CEG 2020 Restricted Stock Units 948 Feb 8, 2022 Common Stock 948 Direct F2, F3, F6
holding CEG 2021 Restricted Stock Units 1.99K Feb 8, 2022 Common Stock 1.99K Direct F2, F3, F6
holding CEG 2022 Restricted Stock Units 2.79K Feb 8, 2022 Common Stock 2.79K Direct F4, F5, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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, each Exelon Corp. shareholder received a pro-rata dividend in the form of one share of the Issuer's common stock ("Common Stock") for every three shares of Exelon Corp. common stock held by such shareholder on the January 20, 2022 record date.
F2 Restricted stock units ("RSUs") vest in 1/3 increments on the dates of the Compensation Committee's first-quarter meetings held in the first, second, and third years after the grant date (see Column 1 for year of grant). Each RSU represents the right to receive one share of Common Stock upon vesting. These RSUs accrue quarterly dividend equivalents in the form of additional RSUs representing common stock dividends as approved by the Issuer's board of directors, which vest on the same schedule as the underlying RSU.
F3 In connection with the Spin-Off, each Exelon RSU held immediately prior to the Spin Off by a Constellation employee or director was replaced with a substitute Constellation RSU in an amount equal to the number of Exelon RSUs 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 Common Stock for the five trading days beginning February 2, 2022 (such fraction, the "Constellation Conversion Ratio"). Each substitute Constellation RSU shall vest based on the holder's continued employment or service, and otherwise shall have substantially the same terms and conditions as the corresponding Exelon RSU.
F4 In connection with the Spin-Off, each Exelon performance share award ("PSA") granted in 2020 and held immediately prior to the Spin Off by a Constellation employee was replaced with a substitute Constellation RSU in an amount equal to the number of Exelon Shares deemed to have been earned, as determined by the Exelon Compensation Committee prior to the Spin-Off based on projected performance results through the end of the applicable performance period, multiplied by the Constellation Conversion Ratio. Each substitute Constellation RSU shall continue to vest based on the holder's continued employment or service, and otherwise shall have substantially the same terms and conditions as the corresponding Exelon PSA.
F5 RSUs cliff vest in January 2023. Each RSU represents the right to receive one share of Common Stock upon vesting. These RSUs do not accrue quarterly dividends.
F6 The reporting person acquired these shares of Common Stock and RSUs 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.