H2O AMERICA — Director's Dealing 2012

Jan 30, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SJW CORP (SJW)
CIK: 0000766829
Period of Report: 2012-01-26

Reporting Person: ROTH W RICHARD (Director, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-01-26	Common Stock	F	1467	$23.43	Disposed	205587	Direct
2012-01-27	Common Stock	F	1712	$23.77	Disposed	203875	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	18300	Indirect

Footnotes

F1: Represents 1,467 shares of the issuer's common stock withheld to satisfy withholding taxes on certain shares of the issuer's common stock that became issuable on January 26, 2012 pursuant to the terms of the Restricted Stock Unit Issuance Agreement between the issuer and Mr. Roth dated January 26, 2010. The issuable shares were previously reported as Table I securities at the time the restricted stock units were granted, and accordingly the issuance of those shares is not a reportable transaction on this Form 4.

F2: Includes 44,455 shares of the issuer's common stock. Also includes 57,838 shares of the issuer's common stock underlying restricted stock units and 103,294 shares of the issuer's common stock underlying deferred restricted stock, which may be subject in whole or in part to vesting schedules tied to Mr. Roth's continued service with the issuer or the attainment of certain performance goals, and which will be issued as actual shares of common stock of the issuer either at the time of vesting or at a specified time thereafter (including termination of service with the issuer).

F3: Represents 1,712 shares of the issuer's common stock withheld to satisfy withholding taxes on certain shares of the issuer's common stock that became issuable on January 27, 2012 pursuant to the terms of the Restricted Stock Unit Issuance Agreement between the issuer and Mr. Roth dated January 27, 2009. The issuable shares were previously reported as Table I securities at the time the restricted stock units were granted, and accordingly the issuance of those shares is not a reportable transaction on this Form 4.

F4: Includes 47,410 shares of the issuer's common stock. Also includes 53,171 shares of the issuer's common stock underlying restricted stock units and 103,294 shares of the issuer's common stock underlying deferred restricted stock, which may be subject in whole or in part to vesting schedules tied to Mr. Roth's continued service with the issuer or the attainment of certain performance goals, and which will be issued as actual shares of common stock of the issuer either at the time of vesting or at a specified time thereafter (including termination of service with the issuer).