X0305 4 2012-06-13 0000078128 AQUA AMERICA INC WTR 0001194707 DEBENEDICTIS NICHOLAS 762 W LANCASTER AVE. BRYN MAWR PA 19010 1 1 CHAIRMAN & PRESIDENT Common Stock-GRAT 2012-06-13 4 J 0 51480 23.875 D 69296 I GRAT #4 Common Stock 2012-06-13 4 J 0 51480 23.875 A 441725.28 D Common Stock Ownership By Spouse 60551 I Spouse Common Stock-GRAT 70971.878 I GRAT #3 Common Stock-GRAT 65777.878 I GRAT #3 - Spouse Common Stock-GRAT 60225 I GRAT #4 - Spouse Common Stock - IRA 4086.36 D Common Stock - IRA 3266.93 I IRA - Spouse Common Stock 401k 14924.01 I 401k On June 13, 2012, the reporting person distributed shares from a grantor retained annuity trust ("GRAT") to an individual account in his name. These shares were previously reported as indirectly beneficially owned by the reporting person by virtue of serving as trustee of the GRAT and are now being reported as directly beneficially owned in the individual account. Includes 60.75 additional shares acquired under the Issuer's dividend reinvestment plan since the date of the reporting person's last ownership report. Includes 48.35 shares acquired under the Issuer's dividend reinvestment plan since the date of the reporting person's last ownership report. Includes 432.37 additional shares acquired under the Company's 401k plan since the last filing. /s/ Brian Dingerdissen, attorney-in-fact for Mr. DeBenedictis 2012-06-14