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)
12/19/2012 		
	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	12/19/2012		M		15,244	A	$14.85 	219,119(1) 	D		
Common Stock	12/19/2012		S		7,653	D	$25.5 	211,466(2) 	D		
Common Stock	12/19/2012		S		300	D	$25.51 	211,166(3) 	D		
Common Stock	12/19/2012		S		3,556	D	$25.52 	207,610(4) 	D		
Common Stock	12/19/2012		S		700	D	$25.53 	206,910(5) 	D		
Common Stock	12/19/2012		S		200	D	$25.55 	206,710(6) 	D		
Common Stock	12/19/2012		S		100	D	$25.56 	206,610(7) 	D		
Common Stock	12/19/2012		S		500	D	$25.59 	206,110(8) 	D		
Common Stock	12/19/2012		S		100	D	$25.6 	206,010(9) 	D		
Common Stock	12/19/2012		S		399	D	$25.61 	205,611(10) 	D		
Common Stock	12/19/2012		S		400	D	$25.63 	205,211(11) 	D		
Common Stock	12/19/2012		S		300	D	$25.64 	204,911(12) 	D		
Common Stock	12/19/2012		S		430	D	$25.65 	204,481(13) 	D		
Common Stock	12/19/2012		S		6	D	$25.67 	204,475(14) 	D		
Common Stock	12/19/2012		S		100	D	$25.69 	204,375(15) 	D		
Common Stock	12/19/2012		S		100	D	$25.7 	204,275(16) 	D		
Common Stock	12/19/2012		S		100	D	$25.72 	204,175(17) 	D		
Common Stock	12/19/2012		S		300	D	$25.93 	203,875(18) 	D		
Common Stock	12/20/2012		M		1,100	D	$14.85 	204,975(19) 	D		
Common Stock	12/20/2012		S		700	D	$25.5 	204,275(20) 	D		
Commont Stock	12/20/2012		S		400	D	$25.57 	203,875(21) 	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	$14.85 	12/19/2012		M			15,244	01/02/2005	01/01/2014	Common Stock	15,244	$0.00 	13,897(22) 	D		
Stock Option	$14.85 	12/20/2012		M			1,100	01/02/2005	01/01/2014	Common Stock	1,100	$0.00 	12,797(22) 	D		
Explanation of Responses:	
1. Includes 62,654 shares of the issuer's common stock. Also includes 53,171 shares of the issuer's common stock underlying restricted stock units and 103,294 shares of the issuer's common stock underlying deferred restricted stock, which may be subject in whole or in part to vesting schedules tied to Mr. Roth's continued service with the issuer or the attainment of certain performance goals, and which will be issued as actual shares of common stock of the issuer either at the time of vesting or at a specified time thereafter (including termination of service with the issuer).	
2. Includes 55,001 shares of the issuer's common stock. Also includes 53,171 shares of the issuer's common stock underlying restricted stock units and 103,294 shares of the issuer's common stock underlying deferred restricted stock, which may be subject in whole or in part to vesting schedules tied to Mr. Roth's continued service with the issuer or the attainment of certain performance goals, and which will be issued as actual shares of common stock of the issuer either at the time of vesting or at a specified time thereafter (including termination of service with the issuer).	
3. Includes 54,701 shares of the issuer's common stock. Also includes 53,171 shares of the issuer's common stock underlying restricted stock units and 103,294 shares of the issuer's common stock underlying deferred restricted stock, which may be subject in whole or in part to vesting schedules tied to Mr. Roth's continued service with the issuer or the attainment of certain performance goals, and which will be issued as actual shares of common stock of the issuer either at the time of vesting or at a specified time thereafter (including termination of service with the issuer).	
4. Includes 51,145 shares of the issuer's common stock. Also includes 53,171 shares of the issuer's common stock underlying restricted stock units and 103,294 shares of the issuer's common stock underlying deferred restricted stock, which may be subject in whole or in part to vesting schedules tied to Mr. Roth's continued service with the issuer or the attainment of certain performance goals, and which will be issued as actual shares of common stock of the issuer either at the time of vesting or at a specified time thereafter (including termination of service with the issuer).	
5. Includes 50,445 shares of the issuer's common stock. Also includes 53,171 shares of the issuer's common stock underlying restricted stock units and 103,294 shares of the issuer's common stock underlying deferred restricted stock, which may be subject in whole or in part to vesting schedules tied to Mr. Roth's continued service with the issuer or the attainment of certain performance goals, and which will be issued as actual shares of common stock of the issuer either at the time of vesting or at a specified time thereafter (including termination of service with the issuer).	
6. Includes 50,245 shares of the issuer's common stock. Also includes 53,171 shares of the issuer's common stock underlying restricted stock units and 103,294 shares of the issuer's common stock underlying deferred restricted stock, which may be subject in whole or in part to vesting schedules tied to Mr. Roth's continued service with the issuer or the attainment of certain performance goals, and which will be issued as actual shares of common stock of the issuer either at the time of vesting or at a specified time thereafter (including termination of service with the issuer).	
7. Includes 50,145 shares of the issuer's common stock. Also includes 53,171 shares of the issuer's common stock underlying restricted stock units and 103,294 shares of the issuer's common stock underlying deferred restricted stock, which may be subject in whole or in part to vesting schedules tied to Mr. Roth's continued service with the issuer or the attainment of certain performance goals, and which will be issued as actual shares of common stock of the issuer either at the time of vesting or at a specified time thereafter (including termination of service with the issuer).	
8. Includes 49,645 shares of the issuer's common stock. Also includes 53,171 shares of the issuer's common stock underlying restricted stock units and 103,294 shares of the issuer's common stock underlying deferred restricted stock, which may be subject in whole or in part to vesting schedules tied to Mr. Roth's continued service with the issuer or the attainment of certain performance goals, and which will be issued as actual shares of common stock of the issuer either at the time of vesting or at a specified time thereafter (including termination of service with the issuer).	
9. Includes 49,545 shares of the issuer's common stock. Also includes 53,171 shares of the issuer's common stock underlying restricted stock units and 103,294 shares of the issuer's common stock underlying deferred restricted stock, which may be subject in whole or in part to vesting schedules tied to Mr. Roth's continued service with the issuer or the attainment of certain performance goals, and which will be issued as actual shares of common stock of the issuer either at the time of vesting or at a specified time thereafter (including termination of service with the issuer).	
10. Includes 49,146 shares of the issuer's common stock. Also includes 53,171 shares of the issuer's common stock underlying restricted stock units and 103,294 shares of the issuer's common stock underlying deferred restricted stock, which may be subject in whole or in part to vesting schedules tied to Mr. Roth's continued service with the issuer or the attainment of certain performance goals, and which will be issued as actual shares of common stock of the issuer either at the time of vesting or at a specified time thereafter (including termination of service with the issuer).	
11. Includes 48,746 shares of the issuer's common stock. Also includes 53,171 shares of the issuer's common stock underlying restricted stock units and 103,294 shares of the issuer's common stock underlying deferred restricted stock, which may be subject in whole or in part to vesting schedules tied to Mr. Roth's continued service with the issuer or the attainment of certain performance goals, and which will be issued as actual shares of common stock of the issuer either at the time of vesting or at a specified time thereafter (including termination of service with the issuer).	
12. Includes 48,446 shares of the issuer's common stock. Also includes 53,171 shares of the issuer's common stock underlying restricted stock units and 103,294 shares of the issuer's common stock underlying deferred restricted stock, which may be subject in whole or in part to vesting schedules tied to Mr. Roth's continued service with the issuer or the attainment of certain performance goals, and which will be issued as actual shares of common stock of the issuer either at the time of vesting or at a specified time thereafter (including termination of service with the issuer).	
13. Includes 48,016 shares of the issuer's common stock. Also includes 53,171 shares of the issuer's common stock underlying restricted stock units and 103,294 shares of the issuer's common stock underlying deferred restricted stock, which may be subject in whole or in part to vesting schedules tied to Mr. Roth's continued service with the issuer or the attainment of certain performance goals, and which will be issued as actual shares of common stock of the issuer either at the time of vesting or at a specified time thereafter (including termination of service with the issuer).	
14. Includes 48,010 shares of the issuer's common stock. Also includes 53,171 shares of the issuer's common stock underlying restricted stock units and 103,294 shares of the issuer's common stock underlying deferred restricted stock, which may be subject in whole or in part to vesting schedules tied to Mr. Roth's continued service with the issuer or the attainment of certain performance goals, and which will be issued as actual shares of common stock of the issuer either at the time of vesting or at a specified time thereafter (including termination of service with the issuer).	
15. Includes 47,910 shares of the issuer's common stock. Also includes 53,171 shares of the issuer's common stock underlying restricted stock units and 103,294 shares of the issuer's common stock underlying deferred restricted stock, which may be subject in whole or in part to vesting schedules tied to Mr. Roth's continued service with the issuer or the attainment of certain performance goals, and which will be issued as actual shares of common stock of the issuer either at the time of vesting or at a specified time thereafter (including termination of service with the issuer).	
16. Includes 47,810 shares of the issuer's common stock. Also includes 53,171 shares of the issuer's common stock underlying restricted stock units and 103,294 shares of the issuer's common stock underlying deferred restricted stock, which may be subject in whole or in part to vesting schedules tied to Mr. Roth's continued service with the issuer or the attainment of certain performance goals, and which will be issued as actual shares of common stock of the issuer either at the time of vesting or at a specified time thereafter (including termination of service with the issuer).	
17. Includes 47,710 shares of the issuer's common stock. Also includes 53,171 shares of the issuer's common stock underlying restricted stock units and 103,294 shares of the issuer's common stock underlying deferred restricted stock, which may be subject in whole or in part to vesting schedules tied to Mr. Roth's continued service with the issuer or the attainment of certain performance goals, and which will be issued as actual shares of common stock of the issuer either at the time of vesting or at a specified time thereafter (including termination of service with the issuer).	
18. Includes 47,410 shares of the issuer's common stock. Also includes 53,171 shares of the issuer's common stock underlying restricted stock units and 103,294 shares of the issuer's common stock underlying deferred restricted stock, which may be subject in whole or in part to vesting schedules tied to Mr. Roth's continued service with the issuer or the attainment of certain performance goals, and which will be issued as actual shares of common stock of the issuer either at the time of vesting or at a specified time thereafter (including termination of service with the issuer).	
19. Includes 48,510 shares of the issuer's common stock. Also includes 53,171 shares of the issuer's common stock underlying restricted stock units and 103,294 shares of the issuer's common stock underlying deferred restricted stock, which may be subject in whole or in part to vesting schedules tied to Mr. Roth's continued service with the issuer or the attainment of certain performance goals, and which will be issued as actual shares of common stock of the issuer either at the time of vesting or at a specified time thereafter (including termination of service with the issuer).	
20. Includes 47,810 shares of the issuer's common stock. Also includes 53,171 shares of the issuer's common stock underlying restricted stock units and 103,294 shares of the issuer's common stock underlying deferred restricted stock, which may be subject in whole or in part to vesting schedules tied to Mr. Roth's continued service with the issuer or the attainment of certain performance goals, and which will be issued as actual shares of common stock of the issuer either at the time of vesting or at a specified time thereafter (including termination of service with the issuer).	
21. Includes 47,410 shares of the issuer's common stock. Also includes 53,171 shares of the issuer's common stock underlying restricted stock units and 103,294 shares of the issuer's common stock underlying deferred restricted stock, which may be subject in whole or in part to vesting schedules tied to Mr. Roth's continued service with the issuer or the attainment of certain performance goals, and which will be issued as actual shares of common stock of the issuer either at the time of vesting or at a specified time thereafter (including termination of service with the issuer).	
22. 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/Suzy Papazian, Attorney-in-Fact for W. Richard Roth	12/21/2012	
	** 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.	
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