Sec Form 4 Filing - Papazian Suzy @ SJW GROUP - 2017-01-03

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 Papazian Suzy 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) Gen. Counsel/Corp. Secretary (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 1,152 ( 1 ) A $ 0 7,255 ( 2 ) D Common Stock 01/03/2017 F 213 ( 3 ) D $ 55.14 7,042 ( 4 ) D Common Stock 01/03/2017 G V 277 ( 5 ) D $ 0 6,765 ( 6 ) D Common Stock 01/03/2017 G V 277 ( 5 ) A $ 0 2,599 ( 7 ) I By the John Affaki and Suzy Papazian Living Trust dated December 10, 2008

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 Deriva tive 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 Papazian Suzy 110 W TAYLOR STREET SAN JOSE, CA95110 Gen. Counsel/Corp. Secretary Signatures /s/ Suzy Papazian 01/04/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents 1,152 shares of 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 completion of each year of services with the issuer for the three-year period measured from the date of grant, subject to accelerated vesting under certain prescribed circumstances. ( 2 )Represents 2,972 shares of the issuer's common stock and 4,283 shares of the issuer's common stock underlying RSUs that will vest and become issuable in accordance with their terms. ( 3 )Represents 213 shares of common stock withheld by the issuer to satisfy the reporting person's tax withholding obligations with respect to an aggregate of 490 shares of common stock underlying RSUs that vested and became issuable on January 3, 2017 pursuant to the terms of the January 2, 2014 and January 2, 2015 Restricted Stock Issuance Agreements between the issuer and the reporting person. The issuable shares were previously reported as Table I securities in the Form 3 filed on April 30, 2015, and accordingly the issuance of those shares is not a reportable transaction on this Form 4. ( 4 )Represents 3,249 shares of the issuer's common stock and 3,793 shares of the issuer's common stock underlying RSUs that will vest and become issuable in accordance with their terms. ( 5 )Represents an aggregate of 277 shares of common stock that were issued and transferred to the John Affaki and Suzy Papazian Living Trust dated December 10, 2008 immediately following the vesting of RSUs described in footnote 3 above. ( 6 )Represents 2,972 shares of the issuer's common stock and 3,793 shares of the issuer's common stock underlying RSUs that will vest and become issuable in accordance with their terms. ( 7 )Includes an aggregate of 277 shares of common stock that were issued and transferred to the John Affaki and Suzy Papazian Living Trust dated December 10, 2008 immediately following the vesting of RSUs described in footnote 3 above.

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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