H2O AMERICA — Director's Dealing 2014

Jan 27, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SJW CORP (SJW)
CIK: 0000766829
Period of Report: 2014-01-24

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-01-24	Common Stock	F	541	$29.01	Disposed	228472	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	18300	Indirect

Footnotes

F1: Represents 541 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 24, 2014 pursuant to the terms of the January 24, 2012 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.

F2: Includes 57,104 shares of isssuer's common stock. Also includes 62,053 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).