H2O AMERICA — Director's Dealing 2019

Jan 2, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SJW GROUP (SJW)
CIK: 0000766829
Period of Report: 2018-12-31

Reporting Person: Thornburg Eric W (Director, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-12-31	Common Stock	F	2085	$55.62	Disposed	16282	Direct
2019-01-02	Common Stock	A	4367	—	Acquired	20649	Direct

Footnotes

F1: Represents 2,085 shares of common stock withheld by the issuer to satisfy the reporting person's tax withholding obligations with respect to an aggregate of 6,031 shares of common stock underlying restricted stock units ("RSUs") that vested and became issuable on December 31, 2018 pursuant to the terms of the November 6, 2017 and January 2, 2018 Restricted Stock Issuance Agreements 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.

F2: Represents 4,216 shares of the issuer's common stock and 12,066 shares of the issuer's common stock underlying RSUs that will vest and become issuable in accordance with their terms.

F3: Represents 4,367 shares of the issuer's common stock underlying 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 equal installments on each December 31, 2019, December 31, 2020, and December 31, 2021, subject to continued employment through the respective vesting dates, subject to accelerated vesting under certain prescribed circumstances.

F4: Represents 4,216 shares of the issuer's common stock and 16,433 shares of the issuer's common stock underlying RSUs that will vest and become issuable in accordance with their terms.