H2O AMERICA — Director's Dealing 2012

Jan 5, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SJW CORP (SJW)
CIK: 0000766829
Period of Report: 2012-01-03

Reporting Person: BELHUMEUR GEORGE (Sr. VP of Operations)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-01-03	Common Stock	A	2079	$0.00	Acquired	16825	Direct
2012-01-03	Common Stock	F	531	$24.04	Disposed	16294	Direct
2012-01-04	Common Stock	F	225	$23.81	Disposed	16069	Direct

Footnotes

F1: Represents 2,079 restrictred stock units granted to the reporting person under the issuer's Long-Term Incentive Plan. Each restricted stock unit will entitle the reporting person to receive one share of the issuer's common stock when that unit vests. The units will vest in three successive annual installments upon the reporting person's completion of each year of service with the issuer over the three-year period measured from the issue date of the units, subject to accelerated vesting under certain prescribed circumstances.

F2: Includes 4,513 shares of the issuer's common stock, 5,508 shares of the issuer's common stock held under an IRA account, and 6,804 shares of the issuer's common stock underlying restricted stock units.

F3: Represents 531 shares of Common Stock of the issuer withheld by the issuer in satisfaction of the applicable withholding taxes on certain shares of Common Stock that became issuable on January 3, 2012 pursuant to the terms of the January 2, 2008, January 2, 2009, and January 3, 2011 Restricted Stock Unit Issuance Agreements between the reporting person and the issuer. 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 5,251 shares of the issuer's common stock, 5,508 shares of the issuer's common stock held under an IRA account, and 5,535 shares of the issuer's common stock underlying restricted stock units.

F5: Represents 225 shares of Common Stock of the issuer withheld by the issuer in satisfaction of the applicable withholding taxes on certain shares of Common Stock that became issuable on January 4, 2012 pursuant to the terms of the January 4, 2010 Restricted Stock Unit Issuance Agreement between the reporting person and the issuer. 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.

F6: Includes 5,563 shares of the issuer's common stock, 5,508 shares of the issuer's common stock held under an IRA account, and 4,998 shares of the issuer's common stock underlying restricted stock units.