Sec Form 4 Filing - WOLF ELLEN C @ American Water Works Company, Inc. - 2013-01-23

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

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1. Name and Address of Reporting Person WOLF ELLEN C 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) SVP & Chief Financial Officer (Last) (First) (Middle) 1025 LAUREL OAK ROAD 3. Date of Earliest Transaction (MM/DD/YY) 01/23/2013 (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 01/23/2013 01/23/2013 M 17,229 A $ 0 51,152 ( 9 ) D Common Stock 01/23/2013 01/23/2013 M 7,342 A $ 0 58,494 D Common Stock 01/23/2013 01/23/2013 F 8,526 D $ 38.34 49,968 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 Performance Stock Units ( 1 ) 01/23/2013 01/23/2013 A 7,383 ( 2 ) 12/31/2012 Common Stock 7,383 $ 0 27,253 D Performance Stock Units ( 3 ) 01/23/2013 01/23/2013 M 17,229 ( 4 ) 12/31/2012 Common Stock 17,339 $ 0 10,024 D Performance Stock Units ( 5 ) 01/23/2013 01/23/2013 A 7,342 ( 6 ) 12/31/2012 Common Stock 7,342 $ 0 17,366 D Performance Stock Units ( 7 ) 01/23/2013 01/23/2013 M 7,342 ( 8 ) 12/31/2012 Common Stock 7,342 $ 0 10,024 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other WOLF ELLEN C 1025 LAUREL OAK ROAD VOORHEES, NJ08043 SVP & Chief Financial Officer Signatures /s/ Karen K. Pettiford-Wilson by Power of Attorney Previously filed 01/25/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each performance stock unit represented a contingent right to receive one share of American Water Works Company, Inc's (the "Company") common stock, based on the Company's annual total stockholder return ("TSR") relative to the performance of the other companies in the Dow Jones U.S. Utility Index over a three-year performance period, beginning on January 1, 2010 and ending December 31, 2012. ( 2 )Represents the above-target earned portion of the TSR performance stock units granted in 2010, which was based on the 20-day average stock price at the beginning of the performance period and at the end of the three year performance period (20 trading days before 12/31/09 and 20 trading days before 12/31/12). ( 3 )Each performance stock unit represented a contingent right to receive one share of American Water Works Company, Inc's (the "Company") common stock, based on the Company's annual total stockholder return ("TSR") relative to the performance of the other companies in the Dow Jones U.S. Utility Index over a three-year performance period, beginning on January 1, 2010 and ending December 31, 2012. ( 4 )Represents the earned portion of the TSR performance stock units granted in 2010. The number of TSR performance stock units earned was 175 percent of the target. ( 5 )Each performance stock unit represents a contingent right to receive one share of American Water Works Company, Inc's (the "Company") common stock, based on the Company's specified internal performance measures over a three-year performance period. ( 6 )Represents the earned portion of the internal performance measure stock units granted in 2010. The number of internal performance stock units earned was 175 percent of the target. ( 7 )Each performance stock unit represents a contingent right to receive one share of American Water Works Company, Inc's (the "Company") common stock, based on the Company's specified internal performance measures over a three-year performance period. ( 8 )Represents the earned portion of the internal performance measure stock units granted in 2010. The number of internal performance stock units earned was 175 percent of the target. ( 9 )Includes shares (818) acquired through the Dividend Reinvestment Program ("DRIP") to 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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