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^*

Vallejo Edward

(Last)

(First)

(Middle)

1025 LAUREL OAK ROAD

(Street)

VOORHEES

08043

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/09/2014

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)
	VP, Investor Relations

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	10,165⁽¹⁾	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)
Performance Stock Unit	⁽²⁾	12/31/2014⁽³⁾	Common Stock	466	⁽²⁾	D
Performance Stock Unit	⁽⁴⁾	12/31/2015⁽³⁾	Common Stock	499	⁽⁴⁾	D
Performance Stock Unit	⁽⁵⁾	12/31/2016⁽³⁾	Common Stock	438	⁽⁵⁾	D
Employee Stock Option (right to buy)	⁽⁶⁾	12/31/2017	Common Stock	5,074	$27.08	D
Employee Stock Option (right to buy)	⁽⁷⁾	12/31/2018	Common Stock	4,269	$34.12	D
Employee Stock Option (right to buy)	⁽⁸⁾	12/31/2019	Common Stock	2,260	$39.45	D
Employee Stock Option (right to buy)	⁽⁹⁾	12/31/2020	Common Stock	2,550	$44.06	D

Explanation of Responses:

1. Includes (i) 9,571 shares of common stock of American Water Works Company, Inc. (the "Company"), (ii) 338 restricted stock units that settle in common stock on a one share per unit basis and vest in three equal installments on January 1, 2014, 2015 and 2016, less 54 shares withheld for taxes for vested portion of such restricted stock units and (iii) 310 restricted stock units that settle in common stock on a one share per unit basis and vest in three equal installments on January 1, 2015, 2016 and 2017.

2. Each performance stock unit represents a contingent right to receive one share of common stock of the Company. The actual number of performance stock units that may be earned will be based on the Company's total stockholder return ("TSR") relative to the performance of the other companies in the Dow Jones U.S. Utilities Total Return 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 3 is equal to the target number of performance stock units that may be earned.

3. Represents the end of the performance period to which the performance stock units relate.

4. Each performance stock unit represents a contingent right to receive one share of common stock of the Company. The actual number of performance stock units that may be earned will be based on the Company's TSR relative to the performance of the other companies in the Dow Jones U.S. Utilities Total Return Index over the three-year performance period beginning on January 1, 2013 and ending December 31, 2015. The number of performance stock units shown in column 3 is equal to the target number of performance stock units that may be earned.

5. Each performance stock unit represents a contingent right to receive one share of common stock of the Company. The actual number of performance stock units that may be earned will be based on the Company's TSR relative to the performance of the other companies in the Dow Jones U.S. Utilities Total Return Index over the three-year performance period beginning on January 1, 2014 and ending December 31, 2016. The number of performance stock units shown in column 3 is equal to the target number of performance stock units that may be earned.

6. The options have vested.

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

8. The options vest in three equal installments on January 1, 2014, 2015 and 2016.

9. The options vest in three equal installments on January 1, 2015, 2016 and 2017.

	/s/ Thomas Wyatt by Power of Attorney	05/19/2014
	** 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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