Additional abbreviations may also be used though not in the above list.

EX-4.1 3 a92755exv4w1.htm EXHIBIT 4.1 exv4w1


NUMBER AS(Certificate Number)		(Picture)		AMERICAN STATES WATER COMPANY INCORPORATED UNDER THE LAWS OF THE STATE OF CALIFORNIA THIS CERTIFICATE IS TRANSFERABLE IN THE CITIES OF RIDGEFIELD PARK, NJ OR NEW YORK, NY		COMMON STOCK SHARES (Number of Shares Issued)

SEE REVERSE FOR STATEMENTS
RELATING TO RIGHTS, PREFERENCES,
PRIVILEGES AND RESTRICTIONS, IF ANY

CUSIP 029899 10 1


		This Certifies that (Name of Shareholder)


		is the record holder of (Number of Shares Issued)

		FULLY PAID AND NONASSESSABLE SHARES OF THE COMMON STOCK, NO PAR VALUE, OF

		American States Water Company transferable on the books of the Corporation by the holder hereof in person or by duly authorized attorney upon surrender of this Certificate properly endorsed. This Certificate is not valid until countersigned by the Transfer Agent and registered by the Registrar.

(Corporate Seal)		Witness the seal of the Corporation and the facsimile signatures of its duly authorized officers.

		Dated: (Date)

		COUNTERSIGNED AND REGISTERED: MELLON INVESTOR SERVICES LLC TRANSFER AGENT AND REGISTRAR


American Bank Note Company		BY AUTHORIZED SIGNATURE		/S/ McClellan Harris III SECRETARY		/S/ Floyd E. Wicks PRESIDENT

The Corporation is authorized to issue two classes of stock, Common Stock and Preferred Stock. The Board of Directors of the Corporation has the authority to fix the number of shares and the designation of any series of Preferred Stock and to determine or alter the rights, preferences, privileges and restrictions granted to or imposed upon any unissued series of Preferred Stock.

A statement of the rights, preferences, privileges and restrictions granted to or imposed upon the respective classes or series of shares and upon the holders thereof as established by the Articles of Incorporation of the Corporation and by any certificate of determination, and the number of shares constituting each class or series and the designations thereof, may be obtained by any shareholder of the Corporation upon written request and without charge from the Secretary of the Corporation at its corporate headquarters.

This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between the Company and Mellon Investor Services LLC, as Rights Agent (as the same may be amended from time to time, the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) or certain transferees of any subsequent holder, may be limited as provided in Section 7(f) of the Rights Agreement.

KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN, OR DESTROYED THE CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE.

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM – as tenants in common
TEN ENT   – as tenants by the entireties
JT TEN       – as joint tenants with right of survivorship
                        and not as tenants in common


UNIF GIFT MIN ACT –	(Cust)	Custodian	(Minor)
	under Uniform Gifts to Minors Act
	(State)
UNIF TRF MIN ACT –	(Cust)	Custodian (until age )
		under Uniform Transfers
	(Minor) to Minors Act	(State)

Additional abbreviations may also be used though not in the above list.

FOR VALUE RECEIVED, hereby sell, assign and transfer unto


PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

Shares of the capital stock represented by the within Certificate, and do hereby irrevocably constitute and appoint

Attorney to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises.


Dated


	X
	X
Signature(s) Guaranteed	NOTICE:	THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAMES) AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER.


By		THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.