H2O AMERICA — Director's Dealing 2019

Jan 3, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SJW GROUP (SJW)
CIK: 0000766829
Period of Report: 2019-01-02

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-01-02	Common Stock	A	1352	—	Acquired	7870	Direct
2019-01-02	Common Stock	F	170	$54.74	Disposed	7700	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5526	Indirect

Footnotes

F1: Represents 1,352 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 3,703 shares of the issuer's common stock and 4,167 shares of the issuer's common stock underlying RSUs that will vest and become issuable in accordance with their terms.

F3: Represents 170 shares of common stock withheld by the issuer to satisfy the reporting person's tax withholding obligations with respect to an aggregate of 417 shares of common stock underlying RSUs that vested and became issuable on January 2, 2019 pursuant to the terms of the January 2, 2018 Restricted Stock Issuance Agreement between the issuer and the reporting person. 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 3,950 shares of the issuer's common stock and 3,750 shares of the issuer's common stock underlying RSUs that will vest and become issuable in accordance with their terms.