H2O AMERICA — Director's Dealing 2015

Jan 6, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SJW CORP (SJW)
CIK: 0000766829
Period of Report: 2015-01-02

Reporting Person: Lynch James Patrick (CFO/Treasurer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-01-02	Common Stock	A	2789	$0.00	Acquired	19538	Direct
2015-01-02	Common Stock	F	1087	$32.13	Disposed	18451	Direct
2015-01-05	Common Stock	F	814	$32.43	Disposed	17637	Direct

Footnotes

F1: Represents 2,789 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 6,216 shares of the issuer's common stock, 2,200 shares of the issuer's common stock held under a Roth IRA account, and 11,122 shares of the issuer's common stock underlying restricted stock units.

F3: Represents 1,087 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, 2015 pursuant to the terms of the January 2, 2013 and January 2, 2014 Restricted Stock Unit Issuance Agreements 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 7,615 shares of the issuer's common stock, 2,200 shares of the issuer's common stock held under a Roth IRA account, and 8,636 shares of the issuer's common stock underlying restricted stock units.

F5: Represents 814 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 5, 2015 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 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: Represents 8,898 shares of the issuer's common stock, 2,200 shares of the issuer's common stock held under a Roth IRA account, and 6,539 shares of the issuer's common stock underlying restricted stock units.