Willie D. Jr. Brown Form 4 SJW / Willie D. Jr. Brown ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Brown Willie D. Jr.

(Last) (First) (Middle)

110 W. TAYLOR STREET

(Street)

SAN JOSE CA 95110

(City) (State) (Zip)

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, Gen Counsel, & Corp Sec

3. Date of Earliest Transaction (Month/Day/Year)
02/23/2023

4. If Amendment, Date of 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

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/31/2023		J	V	295(1)	A	$65.8	6,973(2)	D
Common Stock	02/23/2023		A		47(3)	A	$0	7,020(4)	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 (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 Securities Underlying Derivative Security (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: 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

Explanation of Responses:

1. Shares acquired in a transaction exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended, under the SJW Group 2014 Employee Stock Purchase Plan.

2. Represents 3,919 shares of the issuer's common stock and 3,054 shares of the issuer's common stock underlying RSUs which will vest and become issuable in accordance with their terms.

3. Represents (i) 15 shares of common stock subject to the 2020 Restricted Stock Units ("RSU") that vested upon the attainment of a certain performance goal based on average return on equity ("ROE") measured over the 2020, 2021, and 2022 calendar years and continued service by the reporting person through December 31, 2022 and (ii) 32 shares of common stock subject to the 2020 RSUs that vested upon the attainment of a certain performance goal based on relative total shareholder return ("TSR") measured over the period including the 2020, 2021, and 2022 calendar years and continued service by the reporting person through December 31, 2022.

4. Represents 3,919 shares of the issuer's common stock and 3,101 shares of the issuer's common stock underlying RSUs which will vest and become issuable in accordance with their terms.

Remarks:

	/s/ Willie D. Brown Jr.	02/27/2023
	** Signature of Reporting Person	Date
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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