SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* O'Connell Michele (Last) (First) (Middle) CONSOLIDATED EDISON, INC. C/O SECRETARY 4 IRVING PLACE, ROOM 16-205 (Street) NEW YORK NY 10003 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 04/01/2024	3. Issuer Name and Ticker or Trading Symbol CONSOLIDATED EDISON INC [ ED ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) President & CEO, O&R	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	12,891.27	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Units	(1)	(1)	Common Stock	3,000	(1)	D
Performance Units	(2)	(2)	Common Stock	2,800	(2)	D
Performance Units	(3)	(3)	Common Stock	3,200	(3)	D
Time-Based Restricted Stock Units	(4)	12/31/2024	Common Stock	1,400	(4)	D
Time-Based Restricted Stock Units	(5)	12/31/2025	Common Stock	1,200	(5)	D
Time-Based Restricted Stock Units	(6)	12/31/2026	Common Stock	1,300	(6)	D

Explanation of Responses:

1. Represents performance stock units granted in 2022, under the Consolidated Edison, Inc. ("Company") Long Term Incentive Plan ("LTIP"), scheduled to vest on 12/31/2024, and settle in February 2025, based upon the determination of the performance criteria by the Management, Development and Compensation Committee of the Board of Directors of the Company (the "MD&C Committee"). 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.

2. Represents performance stock units granted in 2023, under the LTIP, scheduled to vest on 12/31/2025, and settle in February 2026, based upon the determination of the performance criteria by the MD&C Committee. 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 performance stock units granted in 2024, under the LTIP, scheduled to vest on 12/31/2026, and settle in February 2027, based upon the determination of the performance criteria by the MD&C Committee. 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.

4. Represents a grant of time-based restricted stock units under the LTIP, scheduled to vest in full on December 31, 2024. Each time-based restricted stock unit is a contingent right to receive one share of Company common stock.

5. Represents a grant of time-based restricted stock units 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.

6. Represents a grant of time-based restricted stock units under the LTIP, scheduled to vest in full on December 31, 2026. Each time-based restricted stock unit is a contingent right to receive one share of Company common stock.

	William J. Kelleher; Attorney-in-Fact	04/05/2024
	** 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 5 (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).
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Power of Attorney
Effective immediately, the undersigned hereby constitutes and appoints each of
Deneen L. Donnley, Sylvia V. Dooley, William J. Kelleher, Teresa M. Connelly,
and Edwin C. Opoku 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 of 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 28th day of March 2023.

/s/  Christina C. Ho

Christina C. Ho