FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Kennedy Melanie M

2. Date of Event Requiring Statement (MM/DD/YYYY)
3/1/2017 

3. Issuer Name and Ticker or Trading Symbol

American Water Works Company, Inc. [AWK]

(Last)        (First)        (Middle)

1025 LAUREL OAK ROAD

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            _____ 10% Owner
___ X ___ Officer (give title below)          _____ Other (specify below)
SVP, Human Resources /

(Street)

VOORHEES, NJ 08043       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person


Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock   3251   (1) D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy)     (2) 12/31/2018   Common Stock   1114   $34.12   D    
Employee Stock Option (right to buy)     (3) 12/31/2019   Common Stock   1776   $39.45   D    
Employee Stock Option (right to buy)     (4) 12/31/2020   Common Stock   2053   $44.06   D    
Employee Stock Option (right to buy)     (5) 12/31/2021   Common Stock   1990   $52.75   D    
Employee Stock Option (right to buy)     (6) 12/31/2022   Common Stock   1969   $65.15   D    

Explanation of Responses:
( 1)  890 of the shares indicated are restricted stock units issued under the American Water Works Company, Inc. ("American Water") 2007 Omnibus Equity Compensation Plan (the "Plan"), which settle solely in shares of American Water common stock on a one share per unit basis. The restricted stock units vest on the first, second and third anniversaries of the date of grant.
( 2)  This option was issued under the Plan and vested in three equal installments on January 1, 2013, 2014 and 2015.
( 3)  This option was issued under the Plan and vested in three equal installments on January 1, 2014, 2015 and 2016.
( 4)  This option was issued under the Plan and vested in three equal installments on January 1, 2015, 2016 and 2017.
( 5)  This option was issued under the Plan and vests in three equal installments on January 1, 2016, 2017 and 2018.
( 6)  This option was issued under the Plan and vests in three equal installments on January 1, 2017, 2018 and 2019.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Kennedy Melanie M
1025 LAUREL OAK ROAD
VOORHEES, NJ 08043


SVP, Human Resources

Signatures
/s/ Jeffrey M. Taylor, as attorney-in-fact for Melanie M. Kennedy 3/3/2017
** Signature of Reporting Person 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 5(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 control number.
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