Sec Form 4 Filing - Sgro Michael A @ American Water Works Company, Inc. - 2019-05-16

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 Sgro Michael A 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) EVP,General Counsel, Secretary (Last) (First) (Middle) 1 WATER STREET 3. Date of Earliest Transaction (MM/DD/YY) 05/16/2019 (Street) CAMDEN, NJ08102-1658 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 05/16/2019 M 1,931 A $ 52.75 16,783 ( 1 ) D Common Stock 05/16/2019 S 1,931 D $ 110.93 ( 2 ) 14,852 D Common Stock 05/16/2019 M 4,749 A $ 65.15 19,601 D Common Stock 05/16/2019 S 4,749 D $ 110.93 ( 2 ) 14,852 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 S ecurity: 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) $ 52.75 05/16/2019 M 1,931 ( 3 ) 12/31/2021 Common Stock 1,931 $ 0 0 ( 4 ) D Employee Stock Option (right to buy) $ 65.15 05/16/2019 M 4,749 ( 5 ) 12/31/2022 Common Stock 4,749 $ 0 0 ( 6 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Sgro Michael A 1 WATER STREET CAMDEN, NJ08102-1658 EVP,General Counsel, Secretary Signatures /s/ Jeffrey M. Taylor, as attorney-in-fact for Michael A. Sgro 05/17/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes 49 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, received since the reporting person's last Form 4 report. ( 2 )The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $110.90 to $110.98, inclusive. The report person undertakes to provide to the Company, any security holder thereof, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth above. ( 3 )The option award granted on February 17, 2015, representing a right to purchase 10,870 shares, vested in three equal installments on January 1, 2016, 2017 and 2018. ( 4 )A prior exercise of 8,939 shares underlying this option was previously reported. ( 5 )The option award granted on February 16, 2016, representing a right to purchase 11,836 shares, vested in three equal installments on January 1, 2017, 2018 and 2019. ( 6 )A prior exercise of 7,087 shares underlying this option was previously reported.

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.