H2O AMERICA — Director's Dealing 2013

Jan 4, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SJW CORP (SJW)
CIK: 0000766829
Period of Report: 2013-01-02

Reporting Person: Lynch James Patrick (CFO/Treasurer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-01-02	Common Stock	A	3668	$0.00	Acquired	13039	Direct
2013-01-03	Common Stock	F	919	$26.17	Disposed	12120	Direct

Footnotes

F1: Represents 3,668 restricted 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 1,564 shares of the issuer's Common Stock and 11,475 shares of the issuer's Common Stock underlying restricted stock units.

F3: Represents 919 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, 2013 pursuant to the terms of the January 3, 2011, and January 3, 2012 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 2,741 shares of the issuer's Common Stock and 9,379 shares of the issuer's Common Stock underlying restricted stock units.