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: Walters Andrew F (Chief Administrative Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-01-04	Common Stock	A	2858	$0.00	Acquired	8540	Direct
2016-01-04	Common Stock	F	349	$29.40	Disposed	8191	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	100	Indirect

Footnotes

F1: Represents 2,858 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: Includes 721 shares of issuer's common stock and 7,819 shares of the issuer's common stock underlying restricted stock units.

F3: Represents 349 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 4, 2016 pursuant to the terms of the January 2, 2015 Restricted Stock Unit Issuance Agreement between the reporting person and the issuer since the performance objective was attained. 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: Includes 1,170 shares of issuer's common stock and 7,021 shares of the issuer's common stock underlying restricted stock units.