Sec Form 4 Filing - Patla Craig J @ CONNECTICUT WATER SERVICE INC / CT - 2019-10-09

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
Patla Craig J
2. Issuer Name and Ticker or Trading Symbol
CONNECTICUT WATER SERVICE INC / CT [ CTWS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
VP, Service Delivery
(Last) (First) (Middle)
CONNECTICUT WATER COMPANY, 93 WEST MAIN STREET
3. Date of Earliest Transaction (MM/DD/YY)
10/09/2019
(Street)
CLINTON, CT06413
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 10/09/2019 D 3,829 ( 1 ) D $ 70 0 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
Performance Share Units ( 2 ) 10/09/2019 D 4,995 ( 2 ) ( 2 ) Common Stock 4,995 ( 2 ) $ 0 0 D
Restricted Stock Units ( 3 ) 10/09/2019 D 1,023 ( 3 ) ( 3 ) Common Stock 1,023 ( 3 ) $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Patla Craig J
CONNECTICUT WATER COMPANY
93 WEST MAIN STREET
CLINTON, CT06413
VP, Service Delivery
Signatures
/s/ Kristen A. Johnson, POA for Craig J. Patla 10/11/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )See explanation in remarks below
( 2 )All outstanding Company Performance Share Units ("PSUs") granted prior to March 14, 2018 (which are no longer subject to performance-based vesting) were assumed by SJW and converted into a time-based vesting SJW restricted share unit award based on the Equity Award Ratio (as defined in the Merger Agreement) covering a number of shares of common stock of SJW based on the number of shares of Company common stock that was subject to each applicable PSU award immediately prior to the closing of the Merger. All outstanding PSUs granted on or after March 14, 2018 were assumed by SJW and converted into a time-based vesting award covering a number of shares of common stock of SJW based on the target number of PSUs (determined in a manner consistent with the Compa,ny's past practice) that was subject to each applicable PSU award immediately prior to the closing of the Merger multiplied by the Equity Award Ratio (as defined in the Merger Agreement).
( 3 )SJW assumed all outstanding Company Restricted Share Units that were subject to service-based vesting ("RSUs") and such RSUs were converted into SJW restricted share units based on the Equity Award Ratio (as defined in the Merger Agreement).

Remarks:
(1) On October 9, 2019, pursuant to the Second Amended and Restated Agreement and Plan of Merger (the "Merger Agreement"), dated as of August 5, 2018, by and among Connecticut Water Service, Inc., a Connecticut corporation (the "Company"), SJW Group, a Delaware corporation ("SJW"), and Hydro Sub, Inc., a Connecticut corporation and a wholly owned subsidiary of SJW ("Merger Sub"), SJW completed the previously announced acquisition of the Company through the merger of Merger Sub with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly owned subsidiary of SJW. The Merger became effective upon the filing of the certificate of merger with the Secretary of the State of the State of Connecticut on October 9, 2019 (the "Effective Time").Pursuant to the Merger Agreement, at the Effective Time, each issued and outstanding share of common stock, without par value, of the Company (the "Common Stock"), except for certain excluded shares, was canceled and converted into the right to receive an amount in cash equal to $70.00 per share of Common Stock, payable without interest.

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