SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

DEBENEDICTIS NICHOLAS

(Last)

(First)

(Middle)

762 W LANCASTER AVE.

(Street)

BRYN MAWR

19010

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
AQUA AMERICA INC [ WTR ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CHAIRMAN & PRESIDENT

3. Date of Earliest Transaction (Month/Day/Year)
09/02/2010

4. If Amendment, Date of 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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/08/2010		G	V	10,000⁽¹⁾	D	$0	426,266.83	D
Common Stock Ownership By Spouse	06/08/2010		G	V	10,000	A	$0	20,000	I	Spouse
Common Stock	06/10/2010		G	V	100,000⁽¹⁾	D	$0	326,266.83	D
Common Stock Ownership By Spouse	06/10/2010		G	V	100,000	A	$0	120,000	I	Spouse
Common Stock Ownership By Spouse	06/11/2010		G	V	120,000⁽²⁾	D	$0	0	I	Spouse
Common Stock-GRAT	06/11/2010		G	V	120,000	A	$0	120,776⁽³⁾	I	GRAT #2 -Spouse
Common Stock	06/14/2010		G	V	120,000⁽⁴⁾	D	$0	206,266.83	D
Common Stock-GRAT	06/14/2010		G	V	120,000	A	$0	120,776⁽³⁾	I	GRAT #2
Common Stock	08/13/2010		G	V	52	D	$0	206,214.83	D
Common Stock-GRAT	09/02/2010		P		855	A	$20.33	120,855	I	GRAT #1
Common Stock-GRAT	09/02/2010		P		855	A	$20.33	120,855	I	GRAT #1 -Spouse
Common Stock - Ira								3,878.23⁽⁵⁾	D
Common Stock - Ira								3,100.97⁽⁶⁾	I	IRA - Spouse
Common Stock 401k								13,580.94⁽⁷⁾	I	401k

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. This transaction involves a gift of shares by the reporting person to his spouse.

2. On June 11, 2010, the reporting person's spouse contributed shares to a grantor retained annuity trust ("GRAT"). These shares are reported as indirectly owned by the reporting person by virtue of his spouse serving as trustee of the GRAT and her pecuniary interest in the retained annuity provided therein.

3. Includes 776.04 shares acquired under the Issuer's dividend reinvestment plan since the date of the reporting person's last ownership report.

4. On June 14, 2010, the reporting person contributed shares to a GRAT. These shares were previously reported as directly beneficially owned by the reporting person but are now reported as indirectly beneficially owned by the reporting person by virtue of his serving as trustee of the GRAT and his pecuniary interest in the retained annuity provided therein.

5. Includes 95.70 shares acquired under the Issuer's dividend reinvestment plan since the date of the reporting person's last ownership report.

6. Includes 76.24 shares acquired under the Issuer's dividend reinvestment plan since the date of the reporting person's last ownership report.

7. Since the date of the reporting person's last ownership report, the reporting person acquired 281.86 shares under the Issuer's 401k Plan.

	/s/ Brian Dingerdissen, attorney-in-fact for Mr. DeBenedictis	10/14/2010
	** 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 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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