President & CEO Thornburg Eric W was granted 12,471 shares and covered exercise/tax liability with 4,503 shares, increasing direct ownership by 12% to 78,418 units (SEC Form 4)
$SJW
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| 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). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
SJW GROUP [ SJW ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/28/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 02/28/2025 | A | 12,471(1) | A | $0 | 82,509 | D | |||
| Common Stock | 02/28/2025 | F | 4,503(2) | D | $52.67 | 78,418(3) | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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. Represents (i) 6,668 shares of Issuer's common stock ("Common Stock") subject to the 2022 Restricted Stock Units ("RSUs") that vested upon the attainment of a certain performance goal based on average return on equity ("ROE") measured over a period from January 1, 2022 to December 31, 2024 and continued service by the reporting person through December 31, 2024 and (ii) 5,803 shares of Common Stock subject to the 2022 RSUs that vested upon the attainment of a certain performance goal based on relative total shareholder return ("TSR") measured over a period from January 1, 2022 to December 31, 2024 and continued service by the reporting person through December 31, 2024. |
| 2. Represents (i) 2,386 shares of Common Stock withheld in satisfaction of the applicable withholding taxes on shares of Common Stock that became issuable pursuant to the vesting of the 2022 ROE RSUs reported on this Form 4 and (ii) 2,117 shares of Common Stock withheld in satisfaction of the applicable withholding taxes on shares of Common Stock that became issuable pursuant to the vesting of the 2022 TSR RSUs reported on this Form 4. |
| 3. Represents (i) 59,162 shares of Common Stock; (ii) 412 shares of Common Stock acquired on January 31, 2025 in a transaction exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended, under the SJW Group 2023 Employee Stock Purchase Plan; and (iii) 18,844 shares of Common Stock underlying RSUs that will vest and become issuable in accordance with their terms. |
| Remarks: |
| /s/ Marisa Joss Attorney-in-Fact for Eric W. Thornburg | 03/04/2025 | |
| ** 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. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||