Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

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Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Equity Compensation Plan Information

The following table presents information as of December 31, 2015, with respect to the shares of Ameren’s common stock that may be issued under its existing equity compensation plans.



Plan Category	Column A Number of Securities To Be Issued Upon Exercise of Outstanding Options, Warrants and Rights(b)	Column B Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights	Column C Number of Securities Remaining Available for Future Issuance Equity Compensation Plans (excluding securities reflected in Column A)
Equity compensation plans approved by security holders(a)	3,186,287	(c)	6,423,549
Equity compensation plans not approved by security holders	—	—	—
Total	3,186,287	(c)	6,423,549


(a)	Consists of the 2006 Incentive Plan and the 2014 Incentive Plan. The 2014 Plan replaced the 2006 Plan for any new grants made after April 24, 2014.


(b)	Pursuant to grants of performance share units (PSUs) under the 2006 Plan, 1,763,644 of the securities represent the estimated number of PSUs that were vested as of December 31, 2015 (including accrued and reinvested dividends), and 1,371,732 of the securities represent the target number of PSUs granted but not vested (including accrued and reinvested dividends) as of December 31, 2015 (including outstanding awards under the 2014 Plan as of December 31, 2015). The actual number of shares issued in respect of the PSUs will vary from 0% to 200% of the target level, depending upon the achievement of total shareholder return objectives established for such awards. For additional information about the PSUs, including payout calculations, see “Compensation Discussion and Analysis – Long-Term Incentives: Performance Share Unit Program ("PSUP")” in Ameren’s definitive proxy statement for its 2016 annual meeting of shareholders, which will be filed pursuant to SEC Regulation 14A. 50,911 of the securities represent shares that may be issued as of December 31, 2015, to satisfy obligations under the Ameren Corporation Deferred Compensation Plan for members of the board of directors.

(b)

Pursuant to grants of performance share units (PSUs) under the 2006 Plan, 1,763,644 of the securities represent the estimated number of PSUs that were vested as of December 31, 2015 (including accrued and reinvested dividends), and 1,371,732 of the securities represent the target number of PSUs granted but not vested (including accrued and reinvested dividends) as of December 31, 2015 (including outstanding awards under the 2014 Plan as of December 31, 2015). The actual number of shares issued in respect of the PSUs will vary from 0% to 200% of the target level, depending upon the achievement of total shareholder return objectives established for such awards. For additional information about the PSUs, including payout calculations, see “Compensation Discussion and Analysis – Long-Term Incentives: Performance Share Unit Program ("PSUP")” in Ameren’s definitive proxy statement for its 2016 annual meeting of shareholders, which will be filed pursuant to SEC Regulation 14A. 50,911 of the securities represent shares that may be issued as of December 31, 2015, to satisfy obligations under the Ameren Corporation Deferred Compensation Plan for members of the board of directors.


(c)	Earned PSUs and deferred compensation stock units are paid in shares of Ameren common stock on a one-for-one basis. Accordingly, the PSUs and deferred compensation stock units do not have a weighted-average exercise price.

Ameren Missouri and Ameren Illinois do not have separate equity compensation plans.

Security Ownership of Certain Beneficial Owners and Management

The information required by Item 403 of SEC Regulation S-K for Ameren will be included in its definitive proxy statement for its 2016 annual meeting of shareholders filed pursuant to SEC Regulation 14A; it is incorporated herein by reference. Information required by this SEC Regulation S-K item for Ameren Missouri and Ameren Illinois will be included in each company’s definitive information statement for its 2016 annual meeting of shareholders filed pursuant to SEC Regulation 14C; it is incorporated herein by reference. Specifically, reference is made to the following section of Ameren’s definitive proxy statement and each of Ameren Missouri’s and Ameren Illinois’ definitive information statement: “Security Ownership.”

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