Sec Form 4 Filing - Lynch James Patrick @ SJW GROUP - 2017-01-03

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Lynch James Patrick
2. Issuer Name and Ticker or Trading Symbol
SJW GROUP [ SJW]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
CFO/Treasurer
(Last) (First) (Middle)
110 W. TAYLOR STREET
3. Date of Earliest Transaction (MM/DD/YY)
01/03/2017
(Street)
SAN JOSE, CA95110
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 01/03/2017 A 1,370 ( 1 ) A $ 0 21,903 ( 2 ) D
Common Stock 01/03/2017 F 958 ( 3 ) D $ 55.14 20,945 ( 4 ) D
Common Stock 01/03/2017 S 170 D $ 56.42 20,775 ( 5 ) D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Lynch James Patrick
110 W. TAYLOR STREET
SAN JOSE, CA95110
CFO/Treasurer
Signatures
/s/ Suzy PapazianAttorney-in-Fact for James P. Lynch 01/04/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents 1,370 shares of the issuer's common stock underlying restricted stock units granted to the reporting person under the issuer's Long-Term Incentive Plan. Each restricted stock unit will entitle the reporting person to receive one share of the issuer's common stock when that unit vests. The units will vest in three successive annual installments upon the reporting person's completion of each year of service with the issuer over the three-year period measured from the issue date of the units, subject to accelerated vesting under certain prescribed circumstances.
( 2 )Represents 11,861 shares of the issuer's common stock, 2,500 shares of the issuer's common stock held under a Roth IRA account, and 7,542 shares of the issuer's common stock underlying restricted stock units.
( 3 )Represents 958 shares of common stock of the issuer withheld by the issuer in satisfaction of the applicable withholding taxes on certain shares of common stock that became issuable on January 3, 2017 pursuant to the terms of the January 2, 2014 and January 2, 2015 Restricted Stock Unit Issuance Agreements between the reporting person and the issuer. 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.
( 4 )Represents 13,097 shares of the issuer's common stock, 2,500 shares of the issuer's common stock held under a Roth IRA account, and 5,348 shares of the issuer's common stock underlying restricted stock units.
( 5 )Represents 12,927 shares of the issuer's common stock, 2,500 shares of the issuer's common stock held under a Roth IRA account, and 5,348 shares of the issuer's common stock underlying restricted stock units.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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