H2O AMERICA — Director's Dealing 2019

Oct 11, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SJW GROUP (SJW)
CIK: 0000766829
Period of Report: 2019-10-09

Reporting Person: WESTBROOK MAUREEN P (VP, CS & Reg Aff of CTWS)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-10-09	Common Stock	J	24258	—	Acquired	24258	Direct
2019-10-09	Common Stock	A	17701	—	Acquired	41959	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-10-09	Cash Settled Restricted Stock Unit	$	A	1039	Acquired	2020-12-08	Common Stock (1039.0)	Direct

Footnotes

F1: Represents shares of common stock underlying the following awards previously granted pursuant to certain performance stock programs of Connecticut Water Service, Inc. and assumed by Issuer on the effective date of the merger pursuant to that certain Second Amended and Restated Agreement and Plan of Merger by and among Connecticut Water Service, Inc., Issuer and Hydro Sub, Inc., dated as of August 5, 2018 (as amended from time to time): 24,258 shares subject to deferred stock units ("DSUs") that are vested and will be settled in accordance with an election previously made by the reporting person. Each DSU will entitle the reporting person to one share of common stock upon settlement.

F2: Represents 17,701 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 and settlement of the RSU. The RSUs will vest in three annual successive installments upon the completion of each year of the reporting person's service with the issuer for the three-year period measured from the date of grant, subject to accelerated vesting under certain prescribed circumstances.

F3: Represents 1,039 shares of common stock underlying the restricted stock units ("RSUs") previously granted pursuant to certain stock programs of Connecticut Water Service, Inc. and assumed by Issuer on the effective date of the merger pursuant to that certain Second Amended and Restated Agreement and Plan of Merger by and among Connecticut Water Service, Inc., Issuer and Hydro Sub, Inc., dated as of August 5, 2018 (as amended from time to time). Each RSU will vest and be settled on the third anniversary of the date of grant and each RSU entitles the reporting person to a cash amount equal to one share of common stock on the vesting date.