H2O AMERICA — Director's Dealing 2014

Jan 3, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-01-02	Common Stock	A	2919	$26.60	Acquired	220705	Direct
2014-01-02	Common Stock	A	9648	$0.00	Acquired	230353	Direct
2014-01-02	Common Stock	F	1340	$29.02	Disposed	229013	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	18300	Indirect

Footnotes

F1: The securities represent deferred shares of the issuer's common stock credited to the reporting person's deferred compensation account pursuant to dividend equivalent rights. Those rights resulted initally in the addition of cash sums to the account equal to the dividends which would have been paid during the 2013 calendar year on the deferred stock credited to such account had that stock actually been issued and outstanding on each dividend payment date, and the accumulated sums were then converted into additional shares of deferred stock on January 2, 2014 based on the average of the closing selling prices of the issuer's common stock on each of the dates during the 2013 calendar year on which actual dividends on the common stock were paid.

F2: Includes 54,489 shares of isssuer's common stock. Also includes 56,901 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).

F3: Represents 9,648 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. This grant does not include dividend equivalent rights.

F4: Includes 54,489 shares of isssuer's common stock. Also includes 66,549 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).

F5: Represents 1,340 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.

F6: Includes 56,205 shares of isssuer's common stock. Also includes 63,493 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).