H2O AMERICA — Director's Dealing 2017

Mar 2, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SJW GROUP (SJW)
CIK: 0000766829
Period of Report: 2017-02-28

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-28	Common Stock	A	6639	—	Acquired	136660	Direct
2017-02-28	Common Stock	F	2494	$48.53	Disposed	134166	Direct
2017-02-28	Common Stock	G	4145	—	Disposed	130021	Direct
2017-02-28	Common Stock	G	4145	—	Acquired	103992	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	18300	Indirect

Footnotes

F1: Represents 6,639 shares of common stock that became issuable pursuant to the vesting of Restricted Stock Units ("RSU") upon the attainment of certain performance goal based on return on equity ("ROE") measured over the 2016 calendar year period and continued service by the reporting person through December 31, 2016.

F2: Includes 19,330 shares of the issuer's common stock underlying RSUs that will vest and become issuable in accordance with their terms and 117,330 shares of the issuer's common stock underlying deferred restricted stock.

F3: Represents 2,494 shares of common stock withheld by the issuer in satisfaction of the applicable withholding taxes on shares of common stock that became issuable pursuant to the vesting of the ROE RSU reported herein.

F4: Includes 4,145 shares of the issuer's common stock, 12,691 shares of common stock underlying RSUs which will vest and become issuable in accordance with their terms, and 117,330 shares of the issuer's common stock underlying deferred restricted stock.

F5: Represents an aggregate of 4,145 shares of common stock that were issued and transferred to the W. Richard Roth and Viviane L. Roth Community Property Revocable Trust dated December 17, 2004 immediately following the vesting of the ROE RSU described in footnote 1 above.

F6: Includes 12,691 shares of common stock underlying RSUs, which will vest and become issuable in accordance with their terms and 117,330 shares of the issuer's common stock underlying deferred restricted stock.

F7: Includes an aggregate of 4,145 shares of common stock that were issued and transferred to the W. Richard Roth and Viviane L. Roth Community Property Revocable Trust dated December 17, 2004 immediately following the vesting of the ROE RSU described in footnote 1 above.