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SEC FORM 4/A 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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OMB Number: 3235-0287
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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 PA 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)
01/22/2010
4. If Amendment, Date of Original Filed (Month/Day/Year)
01/26/2010 		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)
Code V Amount (A) or (D) Price
Common Stock 11/23/2009 11/23/2009 G V 100,000(9) D $0 0 D
Common Stock Ownership By Spouse 11/23/2009 11/23/2009 G V 100,000 A $0 0 I Spouse
Common Stock Ownership By Spouse 12/14/2009 12/14/2009 G V 90,000(10) D $0 10,000 I Spouse
Common Stock-GRAT 12/14/2009 12/14/2009 G V 90,000 A $0 0 I GRAT-Spouse
Common Stock 01/22/2010 A 22,000(1) A $17.14 377,562.84 D
Common Stock 03/03/2009 G V 8,466 D $0 0 D
Common Stock Ownership By Spouse 12/21/2009 G V 30,000(4) D $0 0 I Spouse
Common Stock-GRAT 12/21/2009 G V 30,000 A $0 120,000 I GRAT-Spouse
Common Stock 12/21/2009 G V 1,263 D $0 0 D
Common Stock 10/22/2009 G V 63 D $0 0 D
Common Stock 06/16/2009 G V 120 D $0 0 D
Common Stock 12/18/2009 G V 120,000(3) D $0 0 D
Common Stock-GRAT 12/18/2009 G V 120,000 A $0 120,000 I GRAT
Common Stock 12/04/2009 G V 30,000(6) D $0 0 D
Common Stock Ownership By Spouse 12/04/2009 G V 30,000 A $0 0 I Spouse
Common Stock - Ira 3,782.53(2) D
Common Stock - Ira 3,024.73(7) I IRA - Spouse
Common Stock 401k 13,299.08(5) 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options (Right to Buy) $17.14 01/22/2010 A 55,000(8) 01/22/2011 01/22/2020 Common Stock 55,000 $17.14 55,000 D
Explanation of Responses:
1. Grant of 22,000 shares of restricted stock which vest one-third each year on the anniversary of the grant date, subject to meeting performance criteria.
2. Includes 225.585 shares acquired under the Issuer's dividend reinvestment plan since the date of the reporting person's last ownership report.
3. On December 18, 2009, the reporting person contributed 120,000 shares to a grantor retained annuity trust (the "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.
4. On December 21, 2009, the reporting person's spouse contributed 30,000 shares to a 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.
5. Since the date of the reporting person's last ownership report, the reporting person acquired 226.0746 shares under the Issuer's 401k Plan.
6. This transaction involves a gift of 30,000 shares by the reporting person to his spouse.
7. Includes 98.27 shares acquired under the Issuer's dividend reinvestment plan since the date of the reporting person's last ownership report.
8. Grant of 55,000 shares of stock options which vest one-third each year on the anniversary of the grant.
9. This transaction involves a gift of 1000,000 shares by the reporting person to his spouse.
10. On November 23, 2009, the reporting person's spouse contributed 90,000 shares to a 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.
Remarks:
This Amended Form 4 is being filed to correct inaccurate share numbers that were reported in Table I of the original Form 4 filed on January 26, 2010. All share numbers reported in Column 5 of table I are as of February 16, 2010.
/s/ Brian Dingerdissen, attorney-in-fact for Mr. DeBenedictis 02/16/2010
** 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.
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 Number.