H2O AMERICA — Director's Dealing 2013

Aug 8, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SJW CORP (SJW)
CIK: 0000766829
Period of Report: 2013-08-07

Reporting Person: ROTH W RICHARD (Director, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-08-07	Common Stock	M	6500	$14.85	Acquired	224286	Direct
2013-08-07	Common Stock	S	5064	$28.26	Disposed	219222	Direct
2013-08-07	Common Stock	S	400	$28.27	Disposed	218822	Direct
2013-08-07	Common Stock	S	100	$28.28	Disposed	218722	Direct
2013-08-07	Common Stock	S	136	$28.29	Disposed	218586	Direct
2013-08-07	Common Stock	S	600	$28.30	Disposed	217986	Direct
2013-08-07	Common Stock	S	200	$28.31	Disposed	217786	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-08-07	Stock Option	$14.85	M	6500	Disposed	2014-01-02	Common Stock (6500)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	18300	Indirect

Footnotes

F1: Includes 60,989 shares of the issuer's common stock. Also includes 56,901 shares of the issuer's common stock underlying restricted stock units and 106,396 shares of the issuer's common stock underlying deferred restricted stock, which may be subject in whole or in part to vesting schedules tied to Mr. Roth's continued service with the issuer or the attainment of certain performance goals, and which will be issued as actual shares of common stock of the issuer either at the time of vesting or at a specified time thereafter (including termination of service with the issuer).

F2: Includes 55,925 shares of the issuer's common stock. Also includes 56,901 shares of the issuer's common stock underlying restricted stock units and 106,396 shares of the issuer's common stock underlying deferred restricted stock, which may be subject in whole or in part to vesting schedules tied to Mr. Roth's continued service with the issuer or the attainment of certain performance goals, and which will be issued as actual shares of common stock of the issuer either at the time of vesting or at a specified time thereafter (including termination of service with the issuer).

F3: Includes 55,525 shares of the issuer's common stock. Also includes 56,901 shares of the issuer's common stock underlying restricted stock units and 106,396 shares of the issuer's common stock underlying deferred restricted stock, which may be subject in whole or in part to vesting schedules tied to Mr. Roth's continued service with the issuer or the attainment of certain performance goals, and which will be issued as actual shares of common stock of the issuer either at the time of vesting or at a specified time thereafter (including termination of service with the issuer).

F4: Includes 55,425 shares of the issuer's common stock. Also includes 56,901 shares of the issuer's common stock underlying restricted stock units and 106,396 shares of the issuer's common stock underlying deferred restricted stock, which may be subject in whole or in part to vesting schedules tied to Mr. Roth's continued service with the issuer or the attainment of certain performance goals, and which will be issued as actual shares of common stock of the issuer either at the time of vesting or at a specified time thereafter (including termination of service with the issuer).

F5: Includes 55,289 shares of the issuer's common stock. Also includes 56,901 shares of the issuer's common stock underlying restricted stock units and 106,396 shares of the issuer's common stock underlying deferred restricted stock, which may be subject in whole or in part to vesting schedules tied to Mr. Roth's continued service with the issuer or the attainment of certain performance goals, and which will be issued as actual shares of common stock of the issuer either at the time of vesting or at a specified time thereafter (including termination of service with the issuer).

F6: Includes 54,689 shares of the issuer's common stock. Also includes 56,901 shares of the issuer's common stock underlying restricted stock units and 106,396 shares of the issuer's common stock underlying deferred restricted stock, which may be subject in whole or in part to vesting schedules tied to Mr. Roth's continued service with the issuer or the attainment of certain performance goals, and which will be issued as actual shares of common stock of the issuer either at the time of vesting or at a specified time thereafter (including termination of service with the issuer).

F7: Includes 54,489 shares of the issuer's common stock. Also includes 56,901 shares of the issuer's common stock underlying restricted stock units and 106,396 shares of the issuer's common stock underlying deferred restricted stock, which may be subject in whole or in part to vesting schedules tied to Mr. Roth's continued service with the issuer or the attainment of certain performance goals, and which will be issued as actual shares of common stock of the issuer either at the time of vesting or at a specified time thereafter (including termination of service with the issuer).

F8: The stock options are exercisable according to the vesting schedule. The shares vest in four successive annual installments upon Mr. Roth's completion of each year of service with the Company over a four-year period measured from the January 2, 2004 issue date of the stock options. Therefore, 10,642 shares of Common Stock of the Company became exercisable on January 2, 2005, 10,642 shares of Common Stock of the Company became exercisable on January 2, 2006, 10,643 shares of Common Stock of the Company became exercisable on January 2, 2007, and 10,643 shares of Common Stock of the Company became exercisable on January 2, 2008.