FORM 5
Check this box if no longer
subject to Section 16. Form 4 or
Form 5 obligations may continue.
See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
ANNUAL 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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1. Name and Address of Reporting Person*
Williams, Andrew W. |
2. Issuer Name and Ticker or Trading Symbol
Pepco Holdings, Inc. (POM) |
6. Relationship of Reporting Person(s) to Issuer
(Check all applicable) |
Director 10% Owner
X Officer (give title below) Other (specify below)
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(Last) (First) (Middle) |
3. IRS Identification
Number of Reporting
Person, if an entity
(voluntary) |
4. Statement for
Month/Year
Year Ended 12/31/02 |
Pepco Holdings, Inc.
701 Ninth Street, NW |
Senior Vice President and Chief Financial Officer
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5. If Amendment,
Date of Original
(Month/Day/Year) |
(Street) |
7. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person |
Washington, DC 20068 |
(City) (State) (Zip) |
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)
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4. Securities Acquired (A)
or Disposed of (D)
(Instr. 3, 4 and 5)
______________________________
Amount (A) or (D) Price |
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) |
Common Stock |
8/2/02 |
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A |
6,141 |
A |
$19.735 |
32,571 |
D
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FORM 5(continued) 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)
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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)
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5. Number of
Derivative
Securities
Acquired (A) or
Disposed of (D)
(Instr. 3, 4, and 5)
_________________
(A) (D) |
6. Date Exercisable and
Expiration Date
(Month/Day/Year)
_____________________
Date Expiration
Exercisable Date |
7. Title and Amount of
Underlying Securities
(Instr. 3 and 4)
________________________
Amount or
Number of
Title Shares |
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
Indiirect (I)
(Instr. 4) |
11. Nature of
Indirect
Beneficial
Ownership
(Instr. 4) |
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