H2O AMERICA — Director's Dealing 2017

Feb 2, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SJW GROUP (SJW)
CIK: 0000766829
Period of Report: 2017-01-31

Reporting Person: Walters Andrew F (Chief Administrative Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-01-31	Common Stock	J	336	$42.59	Acquired	9361	Direct
2017-01-31	Common Stock	F	473	$50.10	Disposed	8888	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	100	Indirect

Footnotes

F1: Shares acquired on a transaction exempt from Section 16(b) of the Securities Exchange Act under the SJW Group 2014 Employee Stock Purchase Plan.

F2: Represents 4,176 shares of the issuer's common stock and 5,185 shares of the issuer's common stock underlying restricted stock units.

F3: Represents 473 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 31, 2017 pursuant to the terms of the January 31, 2014 Restricted Stock 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.

F4: Represents 4,985 shares of the issuer's common stock and 3,903 shares of the issuer's common stock underlying restricted stock units.