Edgar Filing: Strauss Mark F.

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Strauss Mark F.

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)
SVP,Corp Strategy&Bus. Develop

(Last)

(First)

(Middle)

1025 LAUREL OAK ROAD

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

(Street)

VOORHEES, NJ 08043

4. If Amendment, Date 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

(City)

(State)

(Zip)

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		3,764	A	$ 0	10,672	D
Common Stock	02/23/2012	02/23/2012	F		1,345	D	$ 34.12	9,327	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Performance Stock Unit

⁽¹⁾

02/23/2012

3,764

⁽²⁾

12/31/2011

Common Stock

3,764

$ 0

4,885

Performance Stock Unit

⁽¹⁾

02/23/2012

⁽³⁾

12/31/2011

Common Stock

$ 0

4,837

Performance Stock Unit

⁽⁴⁾

02/23/2012

1,421

⁽⁴⁾

12/31/2014

Common Stock

1,421

$ 0

6,258

Employee Stock Option (right to buy)

$ 34.12

02/23/2012

13,011

⁽⁵⁾

12/31/2018

Common Stock

13,011

$ 0

92,447

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Strauss Mark F. 1025 LAUREL OAK ROAD VOORHEES, NJ 08043			SVP,Corp Strategy&Bus. Develop

Signatures

/s/ Karen K. Pettiford-Wilson by Power of Attorney previously filed		02/27/2012
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(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.

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