H2O AMERICA — Director's Dealing 2012

Jan 25, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SJW CORP (SJW)
CIK: 0000766829
Period of Report: 2012-01-24

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-01-24	Common Stock	A	4321	$0.00	Acquired	207054	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	18300	Indirect

Footnotes

F1: Represents 4,321 restricted stock units granted to Mr. Roth under the issuer's Long-Term Incentive Plan. Each restricted stock unit will entitle Mr. Roth to receive one share of the issuer's common stock when that unit vests. The units will vest in three successive equal annual installments upon Mr. Roth's completion of each year of service with the issuer over the three-year period measured from the grant date of the units, subject to accelerated vesting under certain prescribed circumstances. This grant does not include dividend equivalent rights.

F2: Includes 41,922 shares of the issuer's common stock. Also includes 61,838 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). Also reflects the fact that the number of shares of the issuer's common stock underlying restricted stock units decreased by 7,000 on January 24, 2012 because the performance objective applicable to those restricted stock units was not achieved.