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 * Smith Mark S   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) VP & Chief Information Officer (Last) (First) (Middle) 1025 LAUREL OAK ROAD 3. Date of Earliest Transaction (Month/Day/Year) 03/04/2014 (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 03/04/2014   M   245 A $ 27.08 3,079 D   Common Stock 03/04/2014   M   650 A $ 34.12 3,729 D   Common Stock 03/04/2014   M   700 A $ 39.45 4,429 D   Common Stock 03/04/2014   S   1,595 D $ 44.47 2,834 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)

$ 27.08

03/04/2014

M

245

(1)

12/31/2017

Common Stock

245

$ 0

246 (4)

D

Employee Stock Option (right to buy)

$ 34.12

03/04/2014

M

650

(2)

12/31/2018

Common Stock

650

$ 0

2,023 (5)

D

Employee Stock Option (right to buy)

$ 39.45

03/04/2014

M

700

(3)

12/31/2019

Common Stock

700

$ 0

3,588

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Smith Mark S 1025 LAUREL OAK ROAD VOORHEES, NJ 08043			VP & Chief Information Officer

Signatures

/s/ Thomas Wyatt by Power of Attorney previously filed		03/05/2014
**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 February 24, 2011, representing a right to purchase 981 shares, vested in three equal installments on January 1, 2012, 2013 and 2014.
(2)	The option award granted on February 23, 2012, representing a right to purchase 4,008 shares, vests in three equal installments on January 1, 2013, 2014 and 2015.
(3)	The option award granted on February 21, 2013, representing a right to purchase 4,288 shares, vests in three equal installments on January 1, 2014, 2015 and 2016.
(4)	490 shares of this option award were previously exercised and reported.
(5)	1,335 shares of this option award were previously exercised and reported.

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