H2O AMERICA — Director's Dealing 2018

Jan 4, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SJW GROUP (SJW)
CIK: 0000766829
Period of Report: 2018-01-02

Reporting Person: ROTH W RICHARD (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-01-02	Common Stock	A	2141	$56.97	Acquired	132162	Direct
2018-01-02	Common Stock	F	7703	$63.47	Disposed	124459	Direct
2018-01-02	Common Stock	G	11263	—	Disposed	113196	Direct
2018-01-02	Common Stock	G	11263	—	Acquired	115255	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	18300	Indirect

Footnotes

F1: The securities represent deferred shares of the issuer's common stock credited to the reporting person's deferred compensation account pursuant to dividend equivalent rights. Those rights resulted initially in the addition of cash sums to the account equal to the dividends which would have been paid during the 2017 calendar year on the deferred stock credited to such account had that stock actually been issued and outstanding on each dividend payment date, and the accumulated sums were then converted into additional shares of deferred stock on January 2, 2018 based on the average of the closing prices of the issuer's common stock on each of the dates during the 2017 calendar year on which actual dividends on the common stock were paid.

F2: Includes 12,691 shares of the issuer's common stock underlying restricted stock units that vested in accordance with their terms and 119,471 shares of the issuer's common stock underlying deferred restricted stock.

F3: Represents 7,703 shares of common stock withheld by the issuer to satisfy the reporting person's tax withholding obligations with respect to (1) an aggregate of 5,691 shares of common stock underlying restricted stock units ("RSUs") that vested and became issuable on January 2, 2018 pursuant to the terms of the August 4, 2014 Restricted Stock Issuance Agreement between the issuer and the reporting person and (2) an aggregate of 13,275 shares of the common stock underlying deferred restricted stock ("DSUs") that became issuable on January 2, 2018. The issuable shares were previously reported as Table I securities at the time the RSUs and DSUs were granted, and accordingly the issuance of those shares is not a reportable transaction on this Form 4.

F4: Includes 11,263 shares of the issuer's common stock, 7,000 shares of the issuer's common stock underlying RSUs that vested in accordance with their terms and 106,196 shares of common stock underlying DSUs.

F5: Represents an aggregate of 11,263 shares of common stock that were issued and transferred by the reporting person to the W. Richard Roth and Viviane L. Roth Community Property Revocable Trust dated December 17, 2004 in connection with the issuance of shares of common stock underlying the RSUs and DSUs described in footnote 3 above.

F6: Includes 7,000 shares of common stock underlying RSUs that vested in accordance with their terms and 106,196 shares of the issuer's common stock underlying DSUs.

F7: Includes an aggregate of 11,263 shares of common stock that were issued and transferred by the reporting person to the W. Richard Roth and Viviane L. Roth Community Property Revocable Trust dated December 17, 2004 in connection with the the issuance of shares of common stock underlying the RSUs and DSUs described in footnote 3 above.