SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
SW Merger Acquisition Corp.

(Last) (First) (Middle)
C/O 245 PARK AVENUE, 2ND FLOOR

(Street)
NEW YORK NY 10167

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
03/02/2010
3. Issuer Name and Ticker or Trading Symbol
SOUTHWEST WATER CO [ SWWC ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 2,700,000 D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
Remarks:
On March 2, 2010, SW Merger Acquisition Corp. ("Parent") entered into a binding letter of intent (the "Letter of Intent") with JPMorgan IIF Acquisitions LLC, Water Asset Management, LLC ("WAM") and SouthWest Water Company ("Company"), pursuant to which Parent agreed to purchase 2,700,000 shares of Common Stock from the Company. Parent will receive the shares of Common Stock reported herein upon the consummation of the transactions contemplated by the Letter of Intent on or about March 12, 2010. Parent, WAM, TRF Master Fund (Cayman) LP, Water Investment Advisors (Cayman) Ltd., Matthew J. Diserio, Disque D. Deane Jr., IIF Subway Investment LP and IIF Water Manager LLC may be deemed to be a "group" within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934. Parent disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of its pecuniary interest therein.
SW Merger Acquisition Corp., by /s/ Dennis Clarke, President 03/12/2010
** 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 5 (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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