| 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, 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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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 GROUP INC [ CEG ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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| 3. Date of Earliest Transaction
(Month/Day/Year)
12/21/2005 |
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| 4. If Amendment, Date of Original Filed
(Month/Day/Year)
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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 | 12/21/2005 | M | 71,363 ( 1 ) | A | $25.08 | 120,895 | D | |||
| Common Stock | 12/21/2005 | M | 206,000 ( 1 ) | A | $27.93 | 326,895 | D | |||
| Common Stock | 12/21/2005 | M | 50,000 ( 1 ) | A | $31.21 | 376,895 | D | |||
| Common Stock | 12/21/2005 | M | 42,227 ( 1 ) | A | $28.81 | 419,122 | D | |||
| Common Stock | 12/21/2005 | M | 23,097 ( 1 ) | A | $39.63 | 442,219 | D | |||
| Common Stock | 12/21/2005 | F | 271,684 ( 2 ) | D | $58.33 | 170,535 ( 3 ) | D | |||
| Common Stock | 131.3648 | I | By 401(k) Plan | |||||||
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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 | ||||||||
| Stock Options (right to buy) ( 4 ) | $25.08 | 12/21/2005 | M | 71,363 ( 1 ) | ( 5 ) | 11/12/2011 | Common Stock | 71,363 | $0 | 0 | D | ||||
| Stock Options (right to buy) ( 4 ) | $58.33 | 12/21/2005 | A | 46,759 ( 6 ) | 12/21/2005 | 11/12/2011 | Common Stock | 46,759 | $0 | 46,759 | D | ||||
| Stock Options (right to buy) ( 4 ) | $27.93 | 12/21/2005 | M | 206,000 ( 1 ) | ( 7 ) | 02/05/2012 | Common Stock | 206,000 | $0 | 0 | D | ||||
| Stock Options (right to buy) ( 4 ) | $58.33 | 12/21/2005 | A | 141,067 ( 6 ) | 12/21/2005 | 02/05/2012 | Common Stock | 141,067 | $0 | 141,067 | D | ||||
| Stock Options (right to buy) ( 4 ) | $31.21 | 12/21/2005 | M | 50,000 ( 1 ) | ( 8 ) | 05/24/2012 | Common Stock | 50,000 | $0 | 0 | D | ||||
| Stock Options (right to buy) ( 4 ) | $58.33 | 12/21/2005 | A | 35,939 ( 6 ) | 12/21/2005 | 05/24/2012 | Common Stock | 35,939 | $0 | 35,939 | D | ||||
| Stock Options (right to buy) ( 4 ) | $28.81 | 12/21/2005 | M | 42,227 ( 1 ) | ( 9 ) | 05/02/2013 | Common Stock | 42,227 | $0 | 21,113 | D | ||||
| Stock Options (right to buy) ( 4 ) | $58.33 | 12/21/2005 | A | 29,301 ( 6 ) | 12/21/2005 | 05/02/2013 | Common Stock | 29,301 | $0 | 29,301 | D | ||||
| Stock Options (right to buy) ( 4 ) | $39.63 | 12/21/2005 | M | 23,097 ( 1 ) | ( 10 ) | 02/26/2014 | Common Stock | 23,097 | $0 | 46,193 | D | ||||
| Stock Options (right to buy) ( 4 ) | $58.33 | 12/21/2005 | A | 18,618 ( 6 ) | 12/21/2005 | 02/26/2014 | Common Stock | 18,618 | $0 | 18,618 | D | ||||
| Explanation of Responses: |
| 1. At the request of the issuer, the officer has exercised all vested options held by such officer for purposes of minimizing the amount of excise taxes and tax gross-up payable by the issuer on behalf of the officer pursuant to Section 4999 of the Internal Revenue Code. |
| 2. Shares were withheld to pay exercise prices and taxes due on the total of 392,687 stock options exercised on 12/21/05. |
| 3. This amount includes shares obtained through reinvested dividends. |
| 4. These are employee stock options. |
| 5. Options vested in two installments on 7/1/02 and 7/1/03. |
| 6. Represents replacement options granted to the officer following exercise of existing vested options on 12/21/05. The aggregate number of replacement options received is equal to the total number of options exercised less the actual shares received by the officer upon exercise of the options. |
| 7. Options vested in three installments on 11/22/02, 11/23/03, and 11/24/04. |
| 8. Options vested in three installments on 5/24/03, 5/24/04, and 5/24/05. |
| 9. Options vest in three installments beginning on 5/2/04. The second installment vested on 5/2/05, and the third installment will vest on 5/2/06. |
| 10. Options vest in three installments beginning on 2/26/05. The second and third installments will vest on 2/26/06 and 2/26/07, respectively. |
| Charles A. Berardesco, Attorney-in-Fact | 12/22/2005 | |
| ** 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. | ||