H2O AMERICA — Director's Dealing 2014

Aug 5, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SJW CORP (SJW)
CIK: 0000766829
Period of Report: 2014-08-04

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-08-04	Common Stock	A	17071	$0.00	Acquired	245543	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	18300	Indirect

Footnotes

F1: Represents 17,071 shares of the issuer's common stock underlying 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 January 1, 2015, subject to accelerated vesting under certain prescribed circumstances. This grant does not include dividend equivalent rights.

F2: Includes 57,104 shares of isssuer's common stock. Also includes 79,124 shares of the isssuer's common stock underlying restricted stock units, and 109,315 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).