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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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^*

Bigelow John R

(Last)

(First)

(Middle)

1025 LAUREL OAK ROAD

(Street)

VOORHEES

08043

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
American Water Works Company, Inc. [ AWK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President, NJ American Water

3. Date of Earliest Transaction (Month/Day/Year)
02/23/2012

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/23/2012	02/23/2012	M		4,215	A	$0⁽²⁾	5,215	D
Common Stock	02/23/2012	02/23/2012	F		1,490	D	$34.12	3,725	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance Stock Unit	⁽¹⁾	02/23/2012	02/23/2012	M			4,215	⁽²⁾	12/31/2011	Common Stock	4,215	$0	5,475	D
Performance Stock Unit	⁽¹⁾	02/23/2012	02/23/2012	D			54	⁽³⁾	12/31/2011	Common Stock	54	$0	5,421	D
Performance Stock Unit	⁽⁴⁾	02/23/2012	02/23/2012	A		1,595		⁽⁴⁾	12/31/2014	Common Stock	1,595	$0	7,016	D
Employee Stock Option (right to buy)	$34.12	02/23/2012	02/23/2012	A		14,607		⁽⁵⁾	12/31/2018	Common Stock	14,607	$0	103,604	D

Explanation of Responses:

1. Each performance stock unit represented a contingent right to receive one share of American Water Works Company, Inc.'s (the "Company") common stock, based on the Company's annual total stockholder return (TSR") relative to the performance of the other companies in the Dow Jones U.S. Utility Index over a three-year performance period.

2. Represents the earned portion of the TSR performance stock units granted in 2009, which was based on the 30-day average stock price-at the beginning of the performance period and at the end of the three year performance period (15 business days before 12/31 and 15 days after 12/31). The number of performance stock units earned was 98.8 percent of the target.

3. Represents the unearned portion of the TSR performance stock units granted in 2009, which was based on the 30-day average stock price-at the beginning of the performance period and at the end of the three year performance period (15 business days before 12/31 and 15 days after 12/31).

4. Each performance stock unit represents a contingent right to receive one share of American Water's (the "Company") common stock. The actual number of performance stock units that may be earned will be based on the Company's annual total stockholder return ("TSR") relative to the performance of the other companies in the Dow Jones U.S. Utility Index over the three-year performance period beginning on January 1, 2012 and ending December 31, 2014. The number of performance stock units shown in column 5 is equal to the target number of performance stock units that may be earned.

5. The options vest in three equal installments on January 1, 2013, 2014 and 2015

	/s/ Karen K. Pettiford-Wilson by Power of Attorney previously filed	02/27/2012
	** 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).
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