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: Papazian Suzy (Gen. Counsel/Corp. Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-01-02	Common Stock	A	1253	—	Acquired	7605	Direct
2018-01-02	Common Stock	F	114	$63.47	Disposed	7491	Direct
2018-01-02	Common Stock	G	146	—	Disposed	7345	Direct
2018-01-02	Common Stock	G	146	—	Acquired	4131	Indirect

Footnotes

F1: Represents 1,253 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 installment upon the completion of the reporting person's each year of service with the issuer for the three-year period measured from the date of grant, subject to accelerated vesting under certain prescribed circumstances.

F2: Represents 3,352 shares of the issuer's common stock and 4,253 shares of the issuer's common stock underlying RSUs that will vest and become issuable in accordance with their terms.

F3: Represents 114 shares of common stock withheld by the issuer to satisfy the reporting person's tax withholding obligations with respect to an aggregate of 260 shares of common stock underlying RSUs that vested and became issuable on January 2, 2018 pursuant to the terms of the January 2, 2015 Restricted Stock Issuance Agreement between the issuer and the reporting person. The issuable shares were previously reported as Table I securities in 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 3,498 shares of the issuer's common stock and 3,993 shares of the issuer's common stock underlying RSUs that will vest and become issuable in accordance with their terms.

F5: Represents an aggregate of 146 shares of common stock that were issued and transferred by the reporting person to the John Affaki and Suzy Papazian Living Trust dated December 10, 2008 in connection with the issuance of shares of common stock underlying the RSUs described in footnote 3 above.

F6: Represents 3,352 shares of the issuer's common stock and 3,993 shares of the issuer's common stock underlying RSUs that will vest and become issuable in accordance with their terms.

F7: Includes an aggregate of 146 shares of common stock that were issued and transferred by the reporting person to the John Affaki and Suzy Papazian Living Trust dated December 10, 2008 in connection with the issuance of shares of common stock underlying the RSUs described in footnote 3 above.