Edgar Filing: AVILA-WALKER WENDY

Ownership Submission

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 OF SECURITIES

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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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

AVILA-WALKER WENDY

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)
VP of Finance, Controller

(Last)

(First)

(Middle)

110 W. TAYLOR STREET

3. Date of Earliest Transaction (Month/Day/Year)
09/13/2016

(Street)

SAN JOSE, CA 95110

4. If Amendment, Date Original Filed(Month/Day/Year)

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 (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/13/2016		S		321	D	$ 42.57	1,030 ⁽¹⁾	D
Common Stock	01/03/2017		F		75 ⁽²⁾	D	$ 55.14	955 ⁽³⁾	D
Common Stock	01/03/2017		F		68 ⁽⁴⁾	D	$ 55.14	887 ⁽⁵⁾	D
Common Stock	01/03/2017		A		291 ⁽⁶⁾	A	$ 0	1,178 ⁽⁷⁾	D
Common Stock	01/04/2017		F		79 ⁽⁸⁾	D	$ 55.3	1,099 ⁽⁹⁾	D
Common Stock	06/14/2017		S		288	D	$ 52.41	1,083 ⁽¹⁰⁾	D
Common Stock	06/29/2017		S		272	D	$ 52.31	811 ⁽¹¹⁾	D
Common Stock	01/02/2018		F		68 ⁽¹²⁾	D	$ 63.47	1,012 ⁽¹³⁾	D
Common Stock	01/02/2018		A		300 ⁽¹⁴⁾	A	$ 0	1,312 ⁽¹⁵⁾	D
Common Stock	01/03/2018		F		42 ⁽¹⁶⁾	D	$ 62.87	1,270 ⁽¹⁷⁾	D
Common Stock	01/04/2018		F		79 ⁽⁸⁾	D	$ 61.82	1,191 ⁽¹⁸⁾	D
Common Stock	04/25/2018		A		352 ⁽¹⁹⁾	A	$ 0	1,781 ⁽²⁰⁾	D
Common Stock	01/02/2019		A		1,151 ⁽²¹⁾	A	$ 0	3,131 ⁽²²⁾	D
Common Stock	01/02/2019		F		40 ⁽²³⁾	D	$ 54.74	3,091 ⁽²⁴⁾	D
Common Stock	01/03/2019		F		39 ⁽²⁵⁾	D	$ 55.05	3,052 ⁽²⁶⁾	D
Common Stock	01/04/2019		F		74 ⁽²⁷⁾	D	$ 56.83	2,978 ⁽²⁸⁾	D
Common Stock	01/31/2019		J	V	245 ⁽²⁹⁾	A	$ 50.96	3,223 ⁽³⁰⁾	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

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
(Month/Day/Year)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
AVILA-WALKER WENDY 110 W. TAYLOR STREET SAN JOSE, CA 95110			VP of Finance, Controller

Signatures

/s/ Wendy Avila-Walker		02/13/2019
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Represents the total securities beneficially owned by the Reporting Person as a result of various transactions occurred prior to September 13, 2016, which transactions consist of grants of restricted stock units ("RSUs"), issuance of shares under the Issuer's Employee Stock Purchase Plan (the "ESPP"), holdback of shares upon vesting of RSUs as payment for withholding taxes, and open market sales.
(2)	Represents 75 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 RSUs granted on January 2, 2014.
(3)	Includes 857 shares of the Issuer's common stock underlying RSU that will vest and become issuable in accordance with their terms and 98 shares of the Issuer's common stock.
(4)	Represents 68 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 RSUs granted on January 2, 2015.
(5)	Includes 701 shares of the Issuer's common stock underlying RSU that will vest and become issuable in accordance with their terms and 186 shares of the Issuer's common stock.
(6)	Represents 291 shares of the common stock underlying 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 installments upon the completion of the Reporting Person's 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.
(7)	Includes 992 shares of the Issuer's common stock underlying RSU that will vest and become issuable in accordance with their terms and 186 shares of the Issuer's common stock.
(8)	Represents 79 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 RSUs granted on January 4, 2016.
(9)	Includes 811 shares of the Issuer's common stock underlying RSU that will vest and become issuable in accordance with their terms and 288 shares of the Issuer's common stock.
(10)	Includes 272 shares of the Issuer's common stock issued on January 31, 2017 to the Reporting person pursuant to the ESPP and 811 shares of the Issuer's common stock underlying RSU that will vest and become issuable in accordance with their terms.
(11)	Includes 811 shares of the Issuer's common stock underlying RSU that will vest and become issuable in accordance with their terms.
(12)	Represents 68 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 RSUs granted on January 2, 2015.
(13)	Includes 357 shares of the Issuer's common stock (including 269 shares of the Issuer's common stock issued on July 31, 2017 to the Reporting person pursuant to the ESPP) and 655 shares of the Issuer's common stock underlying RSU that will vest and become issuable in accordance with their terms.
(14)	Represents 300 shares of the common stock underlying 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 installments upon the completion of the Reporting Person's 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.
(15)	Includes 955 shares of the Issuer's common stock underlying RSU that will vest and become issuable in accordance with their terms and 357 shares of the Issuer's common stock.
(16)	Represents 42 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 RSUs granted on January 3, 2017.
(17)	Includes 858 shares of the Issuer's common stock underlying RSU that will vest and become issuable in accordance with their terms and 412 shares of the Issuer's common stock.
(18)	Includes 676 shares of the Issuer's common stock underlying RSU that will vest and become issuable in accordance with their terms and 515 shares of the Issuer's common stock.
(19)	Represents 352 shares of the common stock underlying 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 installments upon the completion of the Reporting Person's 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.
(20)	Includes 753 shares of the Issuer's common stock (including 238 shares of the Issuer's common stock issued on January 31, 2018 to the Reporting person pursuant to the ESPP) and 1,028 shares of the Issuer's common stock underlying RSU that will vest and become issuable in accordance with their terms.
(21)	Represents 1,151 shares of the common stock underlying 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 installments upon the completion of the Reporting Person's 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.
(22)	Includes 952 shares of the Issuer's common stock (including 199 shares of the Issuer's common stock issued on July 31, 2018 to the Reporting person pursuant to the ESPP) and 2,179 shares of the Issuer's common stock underlying RSU that will vest and become issuable in accordance with their terms.
(23)	Represents 40 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 RSUs granted on January 2, 2018.
(24)	Includes 2,079 shares of the Issuer's common stock underlying RSU that will vest and become issuable in accordance with their terms and 1,012 shares of the Issuer's common stock.
(25)	Represents 39 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 RSUs granted on January 3, 2017.
(26)	Includes 1,982 shares of the Issuer's common stock underlying RSU that will vest and become issuable in accordance with their terms and 1,070 shares of the Issuer's common stock.
(27)	Represents 74 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 RSUs granted on January 4, 2016.
(28)	Includes 1,800 shares of the Issuer's common stock underlying RSU that will vest and become issuable in accordance with their terms and 1,178 shares of the Issuer's common stock.
(29)	Shares acquired in a transaction exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended, under the ESPP.
(30)	Includes 1,800 shares of the Issuer's common stock underlying RSU that will vest and become issuable in accordance with their terms and 1,423 shares of the Issuer's common stock.

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