Sec Form 4 Filing - Baker David K @ American Water Works Company, Inc. - 2012-08-14

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Baker David K
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)
President, NJ American Water
(Last) (First) (Middle)
1025 LAUREL OAK ROAD
3. Date of Earliest Transaction (MM/DD/YY)
08/14/2012
(Street)
VOORHEES, NJ08043
4. If Amendment, Date Original Filed (MM/DD/YY)
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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 08/14/2012 08/14/2012 M 420 A $ 21.5 3,199 D
Common Stock 08/14/2012 08/14/2012 M 460 A $ 21.5 3,659 D
Common Stock 08/14/2012 08/14/2012 M 2,698 A $ 20.7 6,357 D
Common Stock 08/14/2012 08/14/2012 S 3,578 D $ 38 2,779 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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
Employee Stock Option (right to buy) $ 21.5 08/14/2012 08/14/2012 M 420 ( 1 ) 12/31/2013 Common Stock 420 $ 0 40,518 D
Employee Stock Option (right to buy) $ 21.5 08/14/2012 08/14/2012 M 460 ( 2 ) 12/31/2014 Common Stock 460 $ 0 40,058 D
Employee Stock Option (right to buy) $ 20.7 08/14/2012 08/14/2012 M 2,698 ( 3 ) 12/31/2015 Common Stock 2,698 $ 0 37,360 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Baker David K
1025 LAUREL OAK ROAD
VOORHEES, NJ08043
President, NJ American Water
Signatures
/s/ Karen K. Pettiford-Wilson by Power of Attorney previously filed 08/16/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The Option Award granted on April 22, 2008, representing a right to purchase a total of 4,317 shares at $21.50 became exercisable on January 1, 2010.
( 2 )The Option Award granted on April 22, 2008, representing a right to purchase a total of 4,712 shares at $21.50 became exercisable on January 1, 2011.
( 3 )The Option Award granted on February 20, 2009, representing a right to purchase a total of 6,712 shares at $20.70, one-third of which vested on January 1, 2010, January 1, 2011 and January 1, 2012.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.