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: YOO R SCOTT (Chief Operating Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-01-03	Common Stock	A	3535	$0.00	Acquired	22529	Direct
2012-01-03	Common Stock	F	903	$24.04	Disposed	21626	Direct
2012-01-04	Common Stock	F	382	$23.81	Disposed	21244	Direct

Footnotes

F1: Represents 3,535 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: Represents 10,961 shares of the issuer's Common Stock and 11,568 shares of the issuer's Common Stock underlying restricted stock units.

F3: Represents 903 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: Represents 12,214 shares of the issuer's Common Stock and 9,412 shares of the issuer's Common Stock underlying restricted stock units.

F5: Represents 382 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: Represents 12,745 shares of the issuer's Common Stock and 8,499 shares of the issuer's Common Stock underlying restricted stock units.