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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Phantom Stock | (2) | 05/17/2013 | A | 90.8265 | (3) | (3) | Common Stock | 90.8265 | (2) | 3,437.1984 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
GOLDEN TERENCE C C/O PEPCO HOLDINGS, INC. 701 - 9TH STREET, NW WASHINGTON, DC 20068 |
X |
Terence C. Golden by Jane K. Storero, Attorney-in-Fact | 05/21/2013 | |
**Signature of Reporting Person | Date |
* | 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) | Represents a director award of 2,958.5799 restricted stock units (RSUs) granted on May 17, 2013 under the Pepco Holdings, Inc. (PHI) 2012 Long-Term Incentive Plan, which may be settled solely by delivery of one share of PHI common stock per RSU (and may not be settled in cash). The award is to vest on the first to occur of one year after the date of grant and the next annual meeting of stockholders, subject to (i) any deferral of settlement at the election of the reporting person and (ii) potential acceleration of vesting or forfeiture of the award in accordance with the terms of the applicable director award agreement. When a dividend is paid on the PHI common stock, the RSU balance will be credited with additional RSUs equal to the per share amount of the dividend multiplied by the number of RSUs divided by the market price of the common stock on the trading day immediately prior to the dividend payment date. Dividend credits will vest only to the extent the related RSUs vest. |
(2) | Acquired in consideration for services as a director, with the number of shares calculated by dividing the amount of meeting fees payable ($2,000 per meeting), which the director elected to receive in phantom stock by the market price of the Pepco Holdings, Inc. (PHI) shares at the close of business two business days before the meeting payment date. |
(3) | Phantom stock on a date specified or to be specified by the participant is settled in cash in an amount equal to the market price of the PHI common stock on the settlement date. |
(4) | Includes the director award described in Footnote 1 above, as well as a director award of 3,504.9879 RSUs granted on May 18, 2012, under the 2012 Long-Term Incentive Plan under substantially similar terms, the settlement of which has been deferred by the reporting person until the January 31 after the year in which the reporting person ceases to be a director of PHI. |