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: 2017-01-03

Reporting Person: Gere Andrew (President and COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-01-03	Common Stock	A	1424	—	Acquired	13537	Direct
2017-01-03	Common Stock	F	191	$55.14	Disposed	13346	Direct

Footnotes

F1: Represents 1,424 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: Represents 8,275 shares of the issuer's common stock and 5,262 shares of the issuer's common stock underlying restricted stock units.

F3: Represents 191 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 3, 2017 pursuant to the terms of the January 2, 2014 and January 2, 2015 Restricted Stock Unit Issuance Agreements between the reporting person and the issuer. The issuable shares were previously reported as Table I securities in the Form 3 and Form 4 filed on April 30, 2015, accordingly the issuance of those shares is not a reportable transaction on this Form 4.

F4: Represents 8,522 shares of the issuer's common stock and 4,824 shares of the issuer's common stock underlying restricted stock units.