H2O AMERICA — Director's Dealing 2016

Jan 5, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SJW CORP (SJW)
CIK: 0000766829
Period of Report: 2016-01-04

Reporting Person: Papazian Suzy (Gen. Counsel/Corp. Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-01-04	Common Stock	F	320	$29.40	Disposed	3280	Direct
2016-01-04	Common Stock	A	2381	$0.00	Acquired	5661	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2322	Indirect

Footnotes

F1: Represents 320 shares of common stock withheld by the issuer to satisfy the reporting person's tax withholding obligations with respect to an aggregate of 734 shares of common stock underlying restricted stock units ("RSUs") that vested and became issuable on January 4, 2016 pursuant to the terms of the January 2, 2013, January 2, 2014 and January 2, 2015 Restricted Stock Issuance Agreements between the issuer and the reporting person. The issuable shares were previously reported as Table I securities in the Form 3 filed on April 30, 2015, and accordingly the issuance of those shares is not a reportable transaction on this Form 4.

F2: Includes 2,530 shares of common stock and 750 shares of common stock underlying RSUs that will vest and become issuable in accordance with their terms; and excludes an aggregate of 414 shares of common stock that were issued and transferred to the John Affaki and Suzy Papazian Living Trust dated December 10, 2008 immediately following the vesting of RSUs described in footnote 1 above.

F3: Represents 2,381 shares of common stock underlying RSUs granted to the reporting person under the issuer's Long Term Incentive Plan. Each RSU entitles the reporting person to receive one share of common stock upon vesting of the RSU. The RSUs will vest in three annual successive installment upon the completion of the reporting person's completion of each year of services with the issuer for the three-year period measured from the date of grant, subject to accelerated vesting under certain prescribed circumstances.

F4: Represents 2,530 shares of the issuer's common stock and 3,131 shares of the issuer's common stock underlying RSUs that will vest and become issuable in accordance with their terms.

F5: Includes an aggregate of 414 shares of common stock that were issued and transferred to the John Affaki and Suzy Papazian Living Trust dated December 10, 2008 immediately following the vesting of RSUs described in footnote 1 above.