H2O AMERICA — Director's Dealing 2017

Jan 5, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SJW GROUP (SJW)
CIK: 0000766829
Period of Report: 2017-01-04

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-01-04	Common Stock	F	347	$55.30	Disposed	6418	Direct
2017-01-04	Common Stock	G	446	—	Disposed	5972	Direct
2017-01-04	Common Stock	G	446	—	Acquired	3045	Indirect

Footnotes

F1: Represents 347 shares of common stock withheld by the issuer to satisfy the reporting person's tax withholding obligations with respect to an aggregate of 793 shares of common stock underlying restricted stock units ("RSUs") that vested and became issuable on January 4, 2017 pursuant to the terms of the January 4, 2016 Restricted Stock Issuance Agreement between the issuer and the reporting person. 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.

F2: Represents 3,418 shares of the issuer's common stock and 3,000 shares of the issuer's common stock underlying RSUs that will vest and become issuable in accordance with their terms.

F3: Represents an aggregate of 446 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.

F4: Represents 2,972 shares of the issuer's common stock and 3,000 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 446 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.