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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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OMB Number: 3235-0287
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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*
Ketschke Matthew
(Last) (First) (Middle)
CONSOLIDATED EDISON, INC. C/O SECRETARY
4 IRVING PLACE, ROOM 16-205
(Street)
NEW YORK NY 10003
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CONSOLIDATED EDISON INC [ ED ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
President CECONY
3. Date of Earliest Transaction (Month/Day/Year)
02/15/2023
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 02/15/2023 M 5,221 A (1) 6,843.189 D
Common Stock 02/15/2023 D 3,916 D $91.1(1) 2,927.189 D
Common Stock 1,056.649 I By Spouse
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
Performance Units (1) 02/15/2023 M 5,221 (1) (1) Common Stock 5,221 (1) 0 D
Performance Units (2) 02/15/2023 A 12,700 (2) (2) Common Stock 12,700 (2) 12,700 D
Time-Based Restricted Stock Units (3) 02/15/2023 A 5,500 12/31/2025 12/31/2025 Common Stock 5,500 (3) 5,500 D
Explanation of Responses:
1. Represents Performance Units granted in 2020 under the Long Term Incentive Plan of the Company (the "LTIP") that vested for which the reporting person elected to receive a portion of the value in cash and defer a portion in shares until a later date. The number of shares has been adjusted from the original reporting based upon the achievement of the performance criteria. Each Performance Unit is the economic equivalent of one share of Company common stock.
2. Represents a grant of Performance Units granted under the LTIP scheduled to vest in 2026 upon the determination of the performance criteria by the Management, Development and Compensation Committee of the Board of Directors of the Company. Each Performance Unit is the economic equivalent of one share of Company common stock. The number of shares (or cash equivalents) ultimately received will be adjusted and determined based upon the achievement of the performance criteria.
3. Represents a grant of time-based restricted stock units granted under the LTIP scheduled to vest in full on December 31, 2025. Each time-based restricted stock unit is a contingent right to receive one share of Company common stock.
Remarks:
William J. Kelleher; Attorney-in-Fact 02/17/2023
** 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.
Power of Attorney

Effective immediately, the undersigned hereby constitutes and appoints each of

Deneen L. Donnley, Sylvia V. Dooley, Monica Janairo, Vanessa M. Franklin, and

Michele M. Weber, or any of them signing singly, and with full power of

substitution, the undersigned's true and lawful attorney-in-fact to:



execute for and on behalf of the undersigned, in the undersigned's

capacity as an officer of Consolidated Edison, Inc. or its subsidiaries

(the "Company"), Forms ID, 3, 4 and 5 (collectively, the "Forms") in

accordance with Section 16(a) of the Securities Exchange Act of 1934

(the "Exchange Act") and the rules thereunder;



do and perform any and all acts for and on behalf of the undersigned which

may be necessary or desirable to complete and execute any such Forms,

complete and execute any amendment or amendments thereto, and timely

file such Forms with the United States Securities and Exchange Commission

and any stock exchange or similar authority; and



take any other action of any type whatsoever in connection with the foregoing

which, in the opinion of such attorney-in-fact, may be of benefit to, in the

best interest of, or legally required by, the undersigned, it being understood

that the documents executed by such attorney-in-fact on behalf of the

undersigned pursuant to this Power of Attorney shall be in such form and shall

contain such terms and conditions as such attorney-in-fact may approve

in such attorney-in-fact's discretion.



Effective immediately, the undersigned hereby grants to each such

attorney-in-fact full power and authority to do and perform any and every

act and thing whatsoever requisite, necessary, or proper to be done in the

exercise of any of the rights and powers herein granted, as fully to all

intents and purposes as the undersigned might or could do if personally

present, with full power o substitution or revocation, hereby ratifying

and confirming all that such attorney-in-fact, or such attorney-in-fact's

substitute or substitutes, shall lawfully do or cause to be done by virtue of

this power of attorney and the rights and powers herein granted.

The undersigned acknowledges that the foregoing attorneys-in-fact, in

 serving in such capacity at the  request of the undersigned, are not

assuming, nor is the Company assuming, any of the undersigned's

responsibilities to comply with Section 16 of the Exchange Act.



This Power of Attorney shall remain in full force and effect until the

undersigned is no longer required to file Forms with respect to the

undersigned's holdings of and transactions in securities issued by

the Company, unless earlier revoked by the undersigned in a signed

writing delivered to the foregoing attorneys-in-fact. Effective immediately,

the undersigned hereby revokes all previously executed powers of attorney

relating to the Forms.



IN WITNESS WHEREOF, the undersigned has caused this

Power of Attorney to be executed as of this 24 day of February 2020.



/s/  Mary Kelly



Mary Kelly