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: Gere Andrew (President and COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-01-02	Common Stock	A	1285	—	Acquired	15853	Direct
2018-01-02	Common Stock	F	91	$63.47	Disposed	15762	Direct

Footnotes

F1: Represents 1,285 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 10,863 shares of the issuer's common stock and 4,990 shares of the issuer's common stock underlying restricted stock units.

F3: Represents 91 shares of common stock withheld of 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 Unit Issuance Agreement between the reporting person and the issuer. The issuable shares were previously reported as Table I securities on the Form 3 filed on April 30, 2015 and accordingly the issuance of those shares is not a reportable transaction on this Form 4.

F4: Represents 10,980 shares of the issuer's common stock and 4,782 shares of the issuer's common stock underlying restricted stock units that will vest and become issuable in accordance with their terms.