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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1. Name and Address of Reporting Person * GEDNEY WILLIAM C   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) 1021 JASMINE STREET 3. Date of Earliest Transaction (Month/Day/Year) 01/31/2017 (Street) REDLANDS, CA 92374 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) Code V Amount (A) or (D) Price Common Shares 06/01/2016   A   13.9509 (1) A $ 39.83 19,074.8454 D   Common Shares 09/01/2016   A   14.3833 (2) A $ 38.85 19,089.2287 D   Common Shares 12/01/2016   A   14.2229 (3) A $ 42.69 19,103.4516 D   Common Shares 12/30/2016   A   767.68 (4) A $ 0 12,650.17 I 401k Common Shares 12/30/2016   D   2.2477 (5) D $ 0 19,101.2039 D   Common Shares 01/31/2017   A   1,082 A $ 0 20,183.2039 D   Common Shares 02/03/2017   F   287.2911 (6) D $ 44.24 19,895.9128 D   Common Shares 02/03/2017   F   173.2615 (7) D $ 44.24 19,722.6513 D   Common Shares 02/03/2017   F   153.646 (8) D $ 44.24 19,569.0053 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

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
GEDNEY WILLIAM C 1021 JASMINE STREET REDLANDS, CA 92374			Vice President

Signatures

/s/ William C. Gedney		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 401k
(5)	Adjustment due to partial share
(6)	656.2152 previously reported RSU's of which 287.2911 were withheld to satisfy tax liability
(7)	395.7550 previously reported RSU's of which 173.2615 were withheld to satisfy tax liability
(8)	350.9505 previously reported RSU's of which 153.6460 were withheld to satisfy tax liability

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