Story Susan N Form 4 American Water Works / SUSAN N STORY ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

1. Name and Address of Reporting Person^*

STORY SUSAN N

(Last) (First) (Middle)

1025 LAUREL OAK ROAD

(Street)

VOORHEES NJ 08043

(City) (State) (Zip)

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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
01/25/2017

4. 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 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 Stock	01/25/2017		M		13,002	A	$0.00	66,537(1)	D
Common Stock	01/25/2017		A		10,228	A	$0.00	76,765	D
Common Stock	01/25/2017		F		10,166	D	$71.72	66,599	D

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 Securities Underlying Derivative Security (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: 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
Performance Stock Units	(2)	01/25/2017		A		5,573(3)		(2)	12/31/2016(4)	Common Stock	5,573(3)	$0.00	13,002	D
Performance Stock Units	(2)	01/25/2017		M			13,002(5)	(2)	12/31/2016(4)	Common Stock	13,002(5)	$0.00	0	D

Explanation of Responses:

1. Includes 1,801 shares acquired pursuant to the automatic reinvestment in shares of common stock of American Water Works Company, Inc. (the "Company") of cash dividends paid on Company common stock to the reporting person, which shares were inadvertently omitted from prior Form 4 reports. This filing is deemed to appropriately correct the reporting person's prior Form 4 reports.

2. Each performance stock unit represented a contingent right to receive one share of Company common stock, based on the Company's annual relative total stockholder return over a three-year performance period, beginning on January 1, 2014 and ending December 31, 2016.

3. Represents the above-target earned portion of the TSR performance stock units. In 2014, the Company granted 7,429 performance stock units, equal to the number of shares to be received if target performance was achieved.

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

5. Represents the earned portion of the TSR performance stock units, including target units granted in 2014 and above-target units earned based on TSR performance. The number of TSR performance stock units earned was 175 percent of the target.

Remarks:

	/s/ Jeffrey M. Taylor, as attorney-in-fact for Susan N. Story	01/27/2017
	** 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 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).
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