Ryan JoAnn F 4

4 · CONSOLIDATED EDISON INC · Filed Feb 21, 2012

Form 4

Period: 2012-02-15

SVP, Business Shared Services

Transactions

Exercise/Conversion
Performance Restricted Stock Units (Phantom Stock)
2012-02-15+15,774→ 0 total
From: 2012-02-15Exp: 2012-02-15→ Common Stock (15,774 underlying)
Exercise/Conversion
Common Stock
2012-02-15+15,774→ 31,884.86 total
Tax Payment
Common Stock
2012-02-15$57.97/sh−6,361$368,747→ 25,523.86 total
Award
Performance Restricted Stock Units (Phantom Stock)
2012-02-17+7,300→ 7,300 total
→ Common Stock (7,300 underlying)

Holdings

Commmon Stock
(indirect: By THRIFT Plan)
833.47
Common Stock
(indirect: Tax Reduction Act Stock Ownership Plan (TRASOP))
1,741.67

Footnotes (5)

[F1]Not Applicable.
[F2]Each Performance Restricted Stock Unit ("PRSU") is the economic equivalent of one share of Consolidated Edison, Inc. ("Company") common stock.
[F3]PRSUs granted under the Company's Long Term Incentive Plan (the "LTIP") will vest in 2015 when they are determined and awarded by the Management Development and Compensation Committee of the Company's Board of Directors.
[F4]The number of shares (or cash equivalents) will be adjusted based on certain performance criteria, including criteria other than the market price, as specified under the LTIP.
[F5]The number of shares (or cash equivalents) were adjusted based on certain performance criteria, including criteria other than the market price, specified under the LTIP.

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