SEC FORM 4

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^*

ARMSTRONG KATHARINE

(Last)

(First)

(Middle)

110 W TAYLOR ST

(Street)

SAN JOSE

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)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/03/2020

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)
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	03/03/2020		G		1,584⁽¹⁾	D	$0	1,116⁽²⁾	I	By Katharine Armstrong as Trustee for the Katharine Armstrong Love Exempt Trust U/A/D 6/30/2009
Common Stock	11/18/2020		G		1,116⁽³⁾	D	$0	0⁽⁴⁾	I	By Katharine Armstrong as Trustee for the Katharine Armstrong Love Exempt Trust U/A/D 6/30/2009
Common Stock								1,584⁽⁵⁾	I	By Spouse
Common Stock	08/31/2021		G		361⁽⁶⁾	D	$0	6,988	D
Common Stock	09/01/2021		G		1⁽⁶⁾	D	$0	6,987	D
Common Stock	09/02/2021		G		721⁽⁶⁾	D	$0	6,266⁽⁷⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Reflects a gift of 1,584 shares to the reporting person's spouse on March 3, 2020 that was not previously reported.

2. Reflects total number of shares owned by the Katharine Armstrong Love Exempt Trust U/A/D 6/30/2009 (the "Trust") as of the filing date of this report prior to the gift transaction reported herein as explained in footnote (3) below, and such number reflects certain transfers and sales of shares as previously reported by the reporting on Forms 4 after the gift transaction on March 3, 2020.

3. The reported transaction corrects an earlier Form 4 filed on December 2, 2020, which erroneously reported that the reporting person transferred 1,116 shares from her direct holdings, and instead the reporting person transferred the shares held indirectly in the Trust to the recipients of the gifts.

4. As of the filing date of this Form 4, the Trust does not beneficially own any shares of common stock of the issuer.

5. Reflects 1,584 shares directly held by the reporting person's spouse following the transaction described in footnote (1) herein.

6. Reflects gift to the reporting person's children that was not previously reported.

7. Includes 4,050 shares of the issuer's common stock, 1,216 shares of the issuer's common stock underlying restricted stock units which will vest and become issuable in accordance with their terms, and 1,000 shares of the issuer's common stock held in an IRA account.

Remarks:

	/s/ Willie Brown Attorney-in-Fact for Katharine Armstrong	03/03/2022
	** 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).
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