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: Jensen Palle (Sr. VP of Regulatory Affairs)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-01-02	Common Stock	A	3668	$0.00	Acquired	12649	Direct
2013-01-02	Common Stock	F	56	$27.26	Disposed	12593	Direct
2013-01-03	Common Stock	F	670	$26.17	Disposed	11923	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 3,946 shares of the issuer's Common Stock and 8,703 shares of the issuer's Common Stock underlying restricted stock units.

F3: Represents 56 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 in the Form 3 filed on October 28, 2011, and accordingly the issuance of those shares is not a reportable transaction on this Form 4.

F4: Represents 4,018 shares of the issuer's Common Stock and 8,575 shares of the issuer's Common Stock underlying restricted stock units.

F5: Represents 670 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 in the Form 3 filed on October 28, 2011 and Form 4 filed on January 5, 2012, respectively, accordingly the issuance of those shares is not a reportable transaction on this Form 4.

F6: Represents 4,876 shares of the issuer's Common Stock and 7,047 shares of the issuer's Common Stock underlying restricted stock units.