SEC FORM 3

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^*

Baker David K

(Last)

(First)

(Middle)

1025 LAUREL OAK ROAD

(Street)

VOORHEES

08043

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/17/2010

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP, Western Division

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	1,964⁽¹⁾⁽²⁾⁽³⁾	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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Employee Stock Option (right to buy)	01/01/2010	12/31/2013	Common Stock	4,317	$21.5	D
Employee Stock Option (right to buy)	01/01/2011	12/31/2014	Common Stock	4,712	$21.5	D
Employee Stock Option (right to buy)	⁽⁴⁾	12/31/2015	Common Stock	6,712	$20.7	D
Employee Stock Option (right to buy)	⁽⁵⁾	12/31/2016	Common Stock	15,203	$22.26	D
Performance Stock Unit	⁽⁶⁾	12/31/2011	Common Stock	1,202	⁽⁶⁾	D
Performance Stock Unit	⁽⁷⁾	12/31/2012	Common Stock	2,667	⁽⁷⁾	D

Explanation of Responses:

1. Represents 1000 shares purchased pursuant to American Water Works Company, Inc.'s Reserved Share Program upon the closing of its initial public offering.

2. Represents 548 shares, less 204 shares withheld for taxes, awarded in connection with the initial public offering of American Water Works Company, Inc. The restricted stock units vested on January 1, 2010.

3. Represents award of 620 restricted stock units that will vest on January 1, 2011.

4. The options vest in three equal installments on January 1, 2010, 2011 and 2012.

5. The options vest in three equal installments on January 1, 2011, 2012 and 2013.

6. 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, 2009 and ending December 31, 2011.

7. 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, 2010 and ending December 31, 2012. The number of performance stock units shown in column 5 is equal to the target number of performance stock units that may be earned.

	/s/ Karen K. Pettiford-Wilson by Power of Attorney	03/26/2010
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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