| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
SJW CORP [ SJW ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/03/2005 | ||||||||||||||||||||||||||
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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 | 01/03/2005 | 01/03/2005 | A | 608(1) | A | $35.69 | 1,883 | D | ||
| Common Stock | 01/03/2005 | 01/03/2005 | A | 668(2) | A | $35.69 | 2,551 | D | ||
| Common Stock | 01/03/2005 | 01/03/2005 | A | 1,211(3) | A | $35.69 | 3,762(4) | D | ||
| Common Stock | 15,150 | I | By separate property trust(5) | |||||||
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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 | ||||||||
| Stock Option | $35.26 | 01/03/2005 | 01/03/2005 | A | 16,726(6) | 01/03/2006 | 01/02/2015 | Common Stock | 16,726 | $35.26 | 16,726 | D | |||
| Explanation of Responses: |
| 1. This represents the acquisition of deferred stock units (DSUs) pursuant to dividend equivalent rights forming part of the January 2, 2004 stock option grant. These DSUs vest according to the following schedule: 25% after one year of service measured from January 2, 2004, and the remaining shares vest in three equal annual consecutive installments over the three year period measured from the first anniversary of January 2, 2004. The vested DSUs will be settled in shares of issuer's common stock. |
| 2. This represents the acquisition of DSUs pursuant to dividend equivalent rights forming part of the April 29,2003 stock option grant. These DSUs vest according to the following schedule: 25% after one year of service measured from April 29, 2004, and the remaining shares vest in three equal annual consecutive installments over the three year period measured from the first anniversary of April 29,2004. The vested DSUs will be settled in shares of issuer's common stock. |
| 3. This represents the acquisition of DSUs pursuant to dividend equivalent rights forming part of the June 27, 2003 grant of DSUs in exchange for the elimination of the special enhanced SERP benefit of reporting person. These DSUs vest according to the following schedule: 1/3 after one year of service from June 27, 2003, and the remaining shares vest in two equal annual consecutive installments over the two year period measured from the first anniversary of June 27, 2003. The vested DSUs will be settled in shares of common stock. |
| 4. These securities are DSUs. |
| 5. Reporting person is sole trustee and sole beneficiary of this trust. |
| 6. These options vest and become exercisable according to the following schedule: 25% after one year of service measured from January 3, 2005, and the remaining options vest and become exercisable in three equal annual installments over the three year period measured from the first anniversary of January 3, 2005. These options include dividend equivalent rights. |
| Remarks: |
| W. Richard Roth | 01/05/2005 | |
| ** 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. | ||