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*
ROTH W RICHARD

(Last) (First) (Middle)
110 W TAYLOR STREET

(Street)
SAN JOSE CA 95110

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
SJW CORP [ SJW ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President & CEO
3. Date of Earliest Transaction (Month/Day/Year)
12/29/2010
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 12/29/2010 M 10,000 A $14.85 225,894 (1) D
Common Stock 12/29/2010 S 3,894 D $26.5 222,000 (2) D
Common Stock 12/29/2010 S 100 D $26.53 221,900 (3) D
Common Stock 12/29/2010 S 1,400 D $26.54 220,500 (4) D
Common Stock 12/29/2010 S 500 D $26.63 220,000 (5) D
Common Stock 12/29/2010 S 500 D $26.65 219,500 (6) D
Common Stock 12/29/2010 S 106 D $26.66 219,394 (7) D
Common Stock 12/29/2010 S 1,100 D $26.67 218,294 (8) D
Common Stock 12/29/2010 S 400 D $26.68 217,894 (9) D
Common Stock 12/29/2010 S 800 D $26.69 217,094 (10) D
Common Stock 12/29/2010 S 100 D $26.7 216,994 (11) D
Common Stock 12/29/2010 S 200 D $26.75 216,794 (12) D
Common Stock 12/29/2010 S 100 D $26.76 216,694 (13) D
Common Stock 12/29/2010 S 100 D $26.82 216,594 (14) D
Common Stock 12/29/2010 S 100 D $26.86 216,494 (15) D
Common Stock 12/29/2010 S 100 D $26.87 216,394 (16) D
Common Stock 12/29/2010 S 100 D $26.88 216,294 (17) D
Common Stock 12/29/2010 S 400 D $26.9 215,894 (18) D
Common Stock 18,300 I By Separate Property Trust
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
Stock Option (right to buy) $14.85 12/29/2010 M 10,000 01/02/2005 (19) 01/01/2014 Common Stock 10,000 $0.00 29,141 D
Explanation of Responses:
1. Includes 33,479 shares of Common Stock of SJW Corp. (the "Company") and 10,000 shares of Common Stock of the Company issued to Mr. Roth following the exercise of his stock options. Also includes 84,851 shares underlying restricted stock units and 97,564 shares of deferred stock. The shares underlying those restricted stock units and deferred stock may be subject in whole or in part to vesting schedules tied to the reporting person's continued service with the issuer or the attainment of performance goals and will be distributed as actual shares of the Issuer's Common Stock either at the time of vesting or at a specified time thereafter (including termination of service with the issuer).
2. Includes 39,585 shares of Common Stock, 84,851 shares underlying restricted stock units and 97,564 shares of deferred stock. The shares underlying those restricted stock units and deferred stock may be subject in whole or in part to vesting schedules tied to the reporting person's continued service with the issuer or the attainment of performance goals and will be distributed as actual shares of the Issuer's Common Stock either at the time of vesting or at a specified time thereafter (including termination of service with the issuer).
3. Includes 39,485 shares of Common Stock, 84,851 shares underlying restricted stock units and 97,564 shares of deferred stock. The shares underlying those restricted stock units and deferred stock may be subject in whole or in part to vesting schedules tied to the reporting person's continued service with the issuer or the attainment of performance goals and will be distributed as actual shares of the Issuer's Common Stock either at the time of vesting or at a specified time thereafter (including termination of service with the issuer).
4. Includes 38,085 shares of Common Stock, 84,851 shares underlying restricted stock units and 97,564 shares of deferred stock. The shares underlying those restricted stock units and deferred stock may be subject in whole or in part to vesting schedules tied to the reporting person's continued service with the issuer or the attainment of performance goals and will be distributed as actual shares of the Issuer's Common Stock either at the time of vesting or at a specified time thereafter (including termination of service with the issuer).
5. Includes 37,585 shares of Common Stock, 84,851 shares underlying restricted stock units and 97,564 shares of deferred stock. The shares underlying those restricted stock units and deferred stock may be subject in whole or in part to vesting schedules tied to the reporting person's continued service with the issuer or the attainment of performance goals and will be distributed as actual shares of the Issuer's Common Stock either at the time of vesting or at a specified time thereafter (including termination of service with the issuer).
6. Includes 37,085 shares of Common Stock, 84,851 shares underlying restricted stock units and 97,564 shares of deferred stock. The shares underlying those restricted stock units and deferred stock may be subject in whole or in part to vesting schedules tied to the reporting person's continued service with the issuer or the attainment of performance goals and will be distributed as actual shares of the Issuer's Common Stock either at the time of vesting or at a specified time thereafter (including termination of service with the issuer).
7. Includes 36,979 shares of Common Stock, 84,851 shares underlying restricted stock units and 97,564 shares of deferred stock. The shares underlying those restricted stock units and deferred stock may be subject in whole or in part to vesting schedules tied to the reporting person's continued service with the issuer or the attainment of performance goals and will be distributed as actual shares of the Issuer's Common Stock either at the time of vesting or at a specified time thereafter (including termination of service with the issuer).
8. Includes 35,879 shares of Common Stock, 84,851 shares underlying restricted stock units and 97,564 shares of deferred stock. The shares underlying those restricted stock units and deferred stock may be subject in whole or in part to vesting schedules tied to the reporting person's continued service with the issuer or the attainment of performance goals and will be distributed as actual shares of the Issuer's Common Stock either at the time of vesting or at a specified time thereafter (including termination of service with the issuer).
9. Includes 35,479 shares of Common Stock, 84,851 shares underlying restricted stock units and 97,564 shares of deferred stock. The shares underlying those restricted stock units and deferred stock may be subject in whole or in part to vesting schedules tied to the reporting person's continued service with the issuer or the attainment of performance goals and will be distributed as actual shares of the Issuer's Common Stock either at the time of vesting or at a specified time thereafter (including termination of service with the issuer).
10. Includes 34,679 shares of Common Stock, 84,851 shares underlying restricted stock units and 97,564 shares of deferred stock. The shares underlying those restricted stock units and deferred stock may be subject in whole or in part to vesting schedules tied to the reporting person's continued service with the issuer or the attainment of performance goals and will be distributed as actual shares of the Issuer's Common Stock either at the time of vesting or at a specified time thereafter (including termination of service with the issuer).
11. Includes 34,579 shares of Common Stock, 84,851 shares underlying restricted stock units and 97,564 shares of deferred stock. The shares underlying those restricted stock units and deferred stock may be subject in whole or in part to vesting schedules tied to the reporting person's continued service with the issuer or the attainment of performance goals and will be distributed as actual shares of the Issuer's Common Stock either at the time of vesting or at a specified time thereafter (including termination of service with the issuer).
12. Includes 34,379 shares of Common Stock, 84,851 shares underlying restricted stock units and 97,564 shares of deferred stock. The shares underlying those restricted stock units and deferred stock may be subject in whole or in part to vesting schedules tied to the reporting person's continued service with the issuer or the attainment of performance goals and will be distributed as actual shares of the Issuer's Common Stock either at the time of vesting or at a specified time thereafter (including termination of service with the issuer).
13. Includes 34,279 shares of Common Stock, 84,851 shares underlying restricted stock units and 97,564 shares of deferred stock. The shares underlying those restricted stock units and deferred stock may be subject in whole or in part to vesting schedules tied to the reporting person's continued service with the issuer or the attainment of performance goals and will be distributed as actual shares of the Issuer's Common Stock either at the time of vesting or at a specified time thereafter (including termination of service with the issuer).
14. Includes 34,179 shares of Common Stock, 84,851 shares underlying restricted stock units and 97,564 shares of deferred stock. The shares underlying those restricted stock units and deferred stock may be subject in whole or in part to vesting schedules tied to the reporting person's continued service with the issuer or the attainment of performance goals and will be distributed as actual shares of the Issuer's Common Stock either at the time of vesting or at a specified time thereafter (including termination of service with the issuer).
15. Includes 34,079 shares of Common Stock, 84,851 shares underlying restricted stock units and 97,564 shares of deferred stock. The shares underlying those restricted stock units and deferred stock may be subject in whole or in part to vesting schedules tied to the reporting person's continued service with the issuer or the attainment of performance goals and will be distributed as actual shares of the Issuer's Common Stock either at the time of vesting or at a specified time thereafter (including termination of service with the issuer).
16. Includes 33,979 shares of Common Stock, 84,851 shares underlying restricted stock units and 97,564 shares of deferred stock. The shares underlying those restricted stock units and deferred stock may be subject in whole or in part to vesting schedules tied to the reporting person's continued service with the issuer or the attainment of performance goals and will be distributed as actual shares of the Issuer's Common Stock either at the time of vesting or at a specified time thereafter (including termination of service with the issuer).
17. Includes 33,879 shares of Common Stock, 84,851 shares underlying restricted stock units and 97,564 shares of deferred stock. The shares underlying those restricted stock units and deferred stock may be subject in whole or in part to vesting schedules tied to the reporting person's continued service with the issuer or the attainment of performance goals and will be distributed as actual shares of the Issuer's Common Stock either at the time of vesting or at a specified time thereafter (including termination of service with the issuer).
18. Includes 33,479 shares of Common Stock, 84,851 shares underlying restricted stock units and 97,564 shares of deferred stock. The shares underlying those restricted stock units and deferred stock may be subject in whole or in part to vesting schedules tied to the reporting person's continued service with the issuer or the attainment of performance goals and will be distributed as actual shares of the Issuer's Common Stock either at the time of vesting or at a specified time thereafter (including termination of service with the issuer).
19. The stock options are exercisable according to the vesting schedule. The shares vest in four successive annual installments upon Mr. Roth's completion of each year of service with the Company over a four-year period measured from the January 2, 2004 issue date of the stock options. Therefore, 10,642 shares of Common Stock of the Company became exercisable on January 2, 2005, 10,642 shares of Common Stock of the Company became exercisable on January 2, 2006, 10,643 shares of Common Stock of the Company became exercisable on January 2, 2007, and 10,643 shares of Common Stock of the Company became exercisable on January 2, 2008.
Remarks:
/s/ Willie D. Brown Attorney-in-Fact for W. Richard Roth 12/30/2010
** 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 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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