Sec Form 4 Filing - ROTH W RICHARD @ SJW GROUP - 2017-02-28

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 ROTH W RICHARD 2. Issuer Name and Ticker or Trading Symbol SJW GROUP [ SJW] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President & CEO (Last) (First) (Middle) 110 W TAYLOR STREET 3. Date of Earliest Transaction (MM/DD/YY) 02/28/2017 (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 02/28/2017 A 6,639 ( 1 ) A $ 0 136,660 ( 2 ) D Common Stock 02/28/2017 F 2,494 ( 3 ) D $ 48.53 134,166 ( 4 ) D Common Stock 02/28/2017 G V 4,145 ( 5 ) D $ 0 130,021 ( 6 ) D Common Stock 02/28/2017 G V 4,145 ( 5 ) A $ 0 103,992 ( 7 ) I By the W. Richard Roth and Viviane L. Roth Community Property Revocable Trust dated Dec. 17, 2004 Common Stock 18,300 I By Separate Property Trust

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, a nd 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 ROTH W RICHARD 110 W TAYLOR STREET SAN JOSE, CA95110 X President & CEO Signatures /s/ Suzy PapazianAttorney-in-Fact for W. Richard Roth 03/02/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents 6,639 shares of common stock that became issuable pursuant to the vesting of Restricted Stock Units ("RSU") upon the attainment of certain performance goal based on return on equity ("ROE") measured over the 2016 calendar year period and continued service by the reporting person through December 31, 2016. ( 2 )Includes 19,330 shares of the issuer's common stock underlying RSUs that will vest and become issuable in accordance with their terms and 117,330 shares of the issuer's common stock underlying deferred restricted stock. ( 3 )Represents 2,494 shares of common stock withheld by the issuer in satisfaction of the applicable withholding taxes on shares of common stock that became issuable pursuant to the vesting of the ROE RSU reported herein. ( 4 )Includes 4,145 shares of the issuer's common stock, 12,691 shares of common stock underlying RSUs which will vest and become issuable in accordance with their terms, and 117,330 shares of the issuer's common stock underlying deferred restricted stock. ( 5 )Represents an aggregate of 4,145 shares of common stock that were issued and transferred to the W. Richard Roth and Viviane L. Roth Community Property Revocable Trust dated December 17, 2004 immediately following the vesting of the ROE RSU described in footnote 1 above. ( 6 )Includes 12,691 shares of common stock underlying RSUs, which will vest and become issuable in accordance with their terms and 117,330 shares of the issuer's common stock underlying deferred restricted stock. ( 7 )Includes an aggregate of 4,145 shares of common stock that were issued and transferred to the W. Richard Roth and Viviane L. Roth Community Property Revocable Trust dated December 17, 2004 immediately following the vesting of the ROE RSU described in footnote 1 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).

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