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: Lynch James Patrick (CFO/Treasurer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-01-03	Common Stock	A	1370	—	Acquired	21903	Direct
2017-01-03	Common Stock	F	958	$55.14	Disposed	20945	Direct
2017-01-03	Common Stock	S	170	$56.42	Disposed	20775	Direct

Footnotes

F1: Represents 1,370 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 11,861 shares of the issuer's common stock, 2,500 shares of the issuer's common stock held under a Roth IRA account, and 7,542 shares of the issuer's common stock underlying restricted stock units.

F3: Represents 958 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 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 13,097 shares of the issuer's common stock, 2,500 shares of the issuer's common stock held under a Roth IRA account, and 5,348 shares of the issuer's common stock underlying restricted stock units.

F5: Represents 12,927 shares of the issuer's common stock, 2,500 shares of the issuer's common stock held under a Roth IRA account, and 5,348 shares of the issuer's common stock underlying restricted stock units.