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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(Print or Type Responses)

1. Name and Address of Reporting Person * STORY SUSAN N   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) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President and CEO (Last) (First) (Middle) 1025 LAUREL OAK ROAD 3. Date of Earliest Transaction (Month/Day/Year) 05/09/2014 (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 (1) 05/09/2014   A   1,679 (1) A $ 0 44,225 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

Performance Stock Unit

(2)

05/09/2014

A

2,288

(2)

12/31/2016(3)

Common Stock

2,288

$ 0

7,429 (4)

D

Employee Stock Option (right to buy)

$ 46.26

05/09/2014

A

14,966

(5)

12/31/2020

Common Stock

14,966

$ 0

44,910 (6)

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
STORY SUSAN N 1025 LAUREL OAK ROAD VOORHEES, NJ 08043	X		President and CEO

Signatures

/s/ Thomas Wyatt by Power of Attorney previously filed		05/13/2014
**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 shares indicated constitute restricted stock units that settle in common stock on a one share per unit basis. The restricted stock units vest in three equal installments on January 1, 2015, 2016 and 2017.
(2)	Each performance stock unit represents a contingent right to receive one share of common stock of American Water Works Company, Inc. (the "Company"). The actual number of performance stock units that may be earned will be based on the Company's total stockholder return ("TSR") relative to the performance of the other companies in the Dow Jones U.S. Utility Index over the three-year performance period beginning on January 1, 2014 and ending December 31, 2016. The number of performance stock units shown in column 5 is equal to the target number of performance stock units that may be earned.
(3)	Represents the end of the performance period to which the performance stock units relate.
(4)	Includes 5,141 performance stock units previously reported.
(5)	The options vest in three equal installments on January 1, 2015, 2016 and 2017.
(6)	Includes options to purchase 29,944 shares previously reported.

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