H2O AMERICA — Director's Dealing 2014

Jan 6, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SJW CORP (SJW)
CIK: 0000766829
Period of Report: 2014-01-02

Reporting Person: Jensen Palle (Sr. VP of Regulatory Affairs)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-01-02	Common Stock	A	3790	$0.00	Acquired	15795	Direct
2014-01-02	Common Stock	F	536	$29.02	Disposed	15259	Direct
2014-01-03	Common Stock	F	670	$28.89	Disposed	14589	Direct

Footnotes

F1: Represents 3,790 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 the issue date of the units, subject to accelerated vesting under certain prescribed circumstances.

F2: Represents 5,119 shares of the issuer's common stock and 10,676 shares of the issuer's common stock underlying restricted stock units.

F3: Represents 536 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, 2014 pursuant to the terms of the January 2, 2013 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: Represents 5,805 shares of the issuer's common stock and 9,454 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, 2014 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 6,663 shares of the issuer's common stock and 7,926 shares of the issuer's common stock underlying restricted stock units.