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 * Pape Kathy L   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, PA American Water (Last) (First) (Middle) 1025 LAUREL OAK ROAD 3. Date of Earliest Transaction (Month/Day/Year) 05/13/2013 (Street) VOORHEES, NJ 08043 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 Stock 05/13/2013 05/13/2013 M   221 A $ 21.5 19,935 D   Common Stock 05/13/2013 05/13/2013 M   358 A $ 21.5 20,293 D   Common Stock 05/13/2013 05/13/2013 M   2,285 A $ 20.7 22,578 D   Common Stock 05/13/2013 05/13/2013 M   14,449 A $ 22.31 37,027 D   Common Stock 05/13/2013 05/13/2013 M   8,950 A $ 27.08 45,977 D   Common Stock 05/13/2013 05/13/2013 S   26,263 D $ 41.77 19,714 D

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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

Employee Stock Option (right to buy)

$ 21.5

05/13/2013

05/13/2013

M

221

(1)

12/31/2013

Common Stock

221

$ 0

55,246

D

Employee Stock Option (right to buy)

$ 21.5

05/13/2013

05/13/2013

M

358

(2)

12/31/2014

Common Stock

358

$ 0

54,888

D

Employee Stock Option (right to buy)

$ 20.7

05/13/2013

05/13/2013

M

2,285

(3)

12/31/2015

Common Stock

2,285

$ 0

52,603

D

Employee Stock Option (right to buy)

$ 22.31

05/13/2013

05/13/2013

M

14,449

(4)

12/31/2016

Common Stock

14,449

$ 0

38,154

D

Employee Stock Option (right to buy)

$ 27.08

05/13/2013

05/13/2013

M

8,950

(5)

12/31/2017

Common Stock

8,950

$ 0

29,204

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Pape Kathy L 1025 LAUREL OAK ROAD VOORHEES, NJ 08043			President, PA American Water

Signatures

/s/ Karen K. Pettiford-Wilson by Power of Attorney previously filed		05/15/2013
**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)	The Option Award granted on April 22, 2008, representing a right to purchase a total of 10,034 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 11,295 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 20,177 shares at $20.70, became exercisable on January 1, 2010, 2011 and 2012.
(4)	The Option Award granted on February 25, 2010, representing a right to purchase a total of 16,816 shares at $22.31, became exercisable on January 1, 2011, 2012 and 2013.
(5)	The Option Award granted on February 24, 2011, representing a right to purchase a total of 15,029 shares at $27.08, became exercisable on January 1, 2012, 2013 and 2014.

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