Connecticut Water Service (CTWS) Form 4 CONNECTICUT WATER SERVICE INC / CT / MARY ANN HANLEY 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^*

HANLEY MARY ANN

(Last) (First) (Middle)

CONNECTICUT WATER COMPANY

93 WEST MAIN STREET

(Street)

CLINTON CT 06413

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CONNECTICUT WATER SERVICE INC / CT [ CTWS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/09/2019

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	10/09/2019		D		7,622(1)	D	$70	0	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. See explanation in remarks below

Remarks:

(1) On October 9, 2019, pursuant to the Second Amended and Restated Agreement and Plan of Merger (the "Merger Agreement"), dated as of August 5, 2018, by and among Connecticut Water Service, Inc., a Connecticut corporation (the "Company"), SJW Group, a Delaware corporation ("SJW"), and Hydro Sub, Inc., a Connecticut corporation and a wholly owned subsidiary of SJW ("Merger Sub"), SJW completed the previously announced acquisition of the Company through the merger of Merger Sub with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly owned subsidiary of SJW. The Merger became effective upon the filing of the certificate of merger with the Secretary of the State of the State of Connecticut on October 9, 2019 (the "Effective Time"). Pursuant to the Merger Agreement, at the Effective Time, each issued and outstanding share of common stock, without par value, of the Company (the "Common Stock"), except for certain excluded shares, was canceled and converted into the right to receive an amount in cash equal to $70.00 per share of Common Stock, payable without interest.

	/s/ Kristen A. Johnson, POA for MaryAnn Hanley	10/11/2019
	** 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).
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