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: YOO R SCOTT (Chief Operating Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-01-02	Common Stock	A	3668	$0.00	Acquired	25300	Direct
2013-01-02	Common Stock	F	317	$27.26	Disposed	24983	Direct
2013-01-03	Common Stock	F	869	$26.17	Disposed	24114	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: Includes 13,133 shares of the issuer's common stock and 12,167 shares of the issuer's common stock underlying restricted stock units.

F3: Represents 317 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 2, 2013 pursuant to the terms of the January 2, 2009 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.

F4: Includes 13,539 shares of the issuer's common stock and 11,444 shares of the issuer's common stock underlying restricted stock units.

F5: Represents 869 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.

F6: Includes 14,653 shares of the issuer's common stock and 9,461 shares of the issuer's common stock underlying restricted stock units.