H2O AMERICA — Director's Dealing 2018

Jan 3, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: Jensen Palle (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-01-02	Common Stock	A	1229	—	Acquired	11889	Direct
2018-01-02	Common Stock	F	351	$63.47	Disposed	11538	Direct

Footnotes

F1: Represents 1,229 shares of the common stock underlying restricted stock units ("RSUs") granted to the reporting person under the issuer's Long-Term Incentive Plan. Each RSU entitles the reporting person to receive one share of common stock upon vesting of the RSU. The RSUs will vest in three annual successive installments upon the completion of the reporting person's each year of services with the issuer for the three-year period measured from the date of grant, subject to accelerated vesting under certain prescribed circumstances.

F2: Represents 6,757 shares of the issuer's common stock and 5,132 shares of the issuer's common stock underlying restricted stock units.

F3: Represents 351 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 2, 2018 pursuant to the terms of the January 2, 2015 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 7,206 shares of the issuer's common stock and 4,332 shares of the issuer's common stock underlying restricted stock units which will vest and become issuable in accordance with their terms.