Edgar Filing: AMERICAN STATES WATER CO

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 ^*

GALLAGHER JAMES B

2. Issuer Name and Ticker or Trading Symbol
AMERICAN STATES WATER CO [AWR]

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

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Vice President

(Last)

(First)

(Middle)

15786 PISTACHIO STREET

3. Date of Earliest Transaction (Month/Day/Year)
01/31/2017

(Street)

CHINO HILLS, CA 91709

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 Shares	06/01/2016		A		10.1433 ⁽¹⁾	A	$ 39.83	22,023.6927	D
Common Shares	09/01/2016		A		10.4577 ⁽²⁾	A	$ 38.85	22,034.1504	D
Common Shares	12/01/2016		A		10.3411 ⁽³⁾	A	$ 42.69	22,044.4915	D
Common Shares	12/01/2016		A		346.9359 ⁽⁴⁾	A	$ 0	22,391.4274	D
Common Shares	12/30/2016		A		264.94 ⁽⁵⁾	A	$ 0	6,388.93	I	401k
Common Shares	12/30/2016		D		1.5894 ⁽⁶⁾	D	$ 0	22,389.838	D
Common Shares	01/31/2017		A		679	A	$ 0	23,068.838	D
Common Shares	02/03/2017		F		195.7143 ⁽⁷⁾	D	$ 44.24	22,873.1237	D
Common Shares	02/03/2017		F		138.6698 ⁽⁸⁾	D	$ 44.24	22,734.4539	D
Common Shares	02/03/2017		F		107.5522 ⁽⁹⁾	D	$ 44.24	22,626.9017	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

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

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
GALLAGHER JAMES B 15786 PISTACHIO STREET CHINO HILLS, CA 91709			Vice President

Signatures

/s/ James B. Gallagher		02/09/2017
^**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)	DER units credited on 6/1/2016 as dividend at FMV
(2)	DER units credited on 9/1/2016 as dividend at FMV
(3)	DER units credited on 12/1/2016 as dividend at FMV
(4)	Updated DRIP
(5)	Updated 401K
(6)	Adjustment due to partial share
(7)	447.0403 previously reported RSU's of which 195.7143 were withheld to satisfy tax liability
(8)	316.7420 previously reported RSU's of which 138.6698 were withheld to satisfy tax liability
(9)	245.6653 previously reported RSU's of which 107.5522 were withheld to satisfy tax liability

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