Sec Form 4 Filing - ROTH W RICHARD @ SJW GROUP - 2018-01-02

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 _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 110 W TAYLOR STREET 3. Date of Earliest Transaction (MM/DD/YY) 01/02/2018 (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 01/02/2018 A 2,141 ( 1 ) A $ 56.97 ( 1 ) 132,162 ( 2 ) D Common Stock 01/02/2018 F 7,703 ( 3 ) D $ 63.47 124,459 ( 4 ) D Common Stock 01/02/2018 G V 11,263 ( 5 ) D $ 0 113,196 ( 6 ) D Common Stock 01/02/2018 G V 11,263 ( 5 ) A $ 0 115,255 ( 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) (Inst r. 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 ROTH W RICHARD 110 W TAYLOR STREET SAN JOSE, CA95110 X Signatures /s/ Suzy PapazianAttorney-in-Fact for W. Richard Roth 01/04/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The securities represent deferred shares of the issuer's common stock credited to the reporting person's deferred compensation account pursuant to dividend equivalent rights. Those rights resulted initially in the addition of cash sums to the account equal to the dividends which would have been paid during the 2017 calendar year on the deferred stock credited to such account had that stock actually been issued and outstanding on each dividend payment date, and the accumulated sums were then converted into additional shares of deferred stock on January 2, 2018 based on the average of the closing prices of the issuer's common stock on each of the dates during the 2017 calendar year on which actual dividends on the common stock were paid. ( 2 )Includes 12,691 shares of the issuer's common stock underlying restricted stock units that vested in accordance with their terms and 119,471 shares of the issuer's common stock underlying deferred restricted stock. ( 3 )Represents 7,703 shares of common stock withheld by the issuer to satisfy the reporting person's tax withholding obligations with respect to (1) an aggregate of 5,691 shares of common stock underlying restricted stock units ("RSUs") that vested and became issuable on January 2, 2018 pursuant to the terms of the August 4, 2014 Restricted Stock Issuance Agreement between the issuer and the reporting person and (2) an aggregate of 13,275 shares of the common stock underlying deferred restricted stock ("DSUs") that became issuable on January 2, 2018. The issuable shares were previously reported as Table I securities at the time the RSUs and DSUs were granted, and accordingly the issuance of those shares is not a reportable transaction on this Form 4. ( 4 )Includes 11,263 shares of the issuer's common stock, 7,000 shares of the issuer's common stock underlying RSUs that vested in accordance with their terms and 106,196 shares of common stock underlying DSUs. ( 5 )Represents an aggregate of 11,263 shares of common stock that were issued and transferred by the reporting person to the W. Richard Roth and Viviane L. Roth Community Property Revocable Trust dated December 17, 2004 in connection with the issuance of shares of common stock underlying the RSUs and DSUs described in footnote 3 above. ( 6 )Includes 7,000 shares of common stock underlying RSUs that vested in accordance with their terms and 106,196 shares of the issuer's common stock underlying DSUs. ( 7 )Includes an aggregate of 11,263 shares of common stock that were issued and transferred by the reporting person to the W. Richard Roth and Viviane L. Roth Community Property Revocable Trust dated December 17, 2004 in connection with the the issuance of shares of common stock underlying the RSUs and DSUs 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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