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, Section 17(a) of the Public Utility Holding Company Act of 1935 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

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)
11/11/2008

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	11/11/2008		M		1,271	A	$14	157,116 ^{( 1 )}	D
Common Stock	11/11/2008		S		71	D	$28.37	157,045 ^{( 2 )}	D
Common Stock	11/11/2008		S		100	D	$28.36	156,945 ^{( 3 )}	D
Common Stock	11/11/2008		S		100	D	$28.15	156,845 ^{( 4 )}	D
Common Stock	11/11/2008		S		100	D	$28.11	156,745 ^{( 5 )}	D
Common Stock	11/11/2008		S		100	D	$28.1	156,645 ^{( 6 )}	D
Common Stock	11/11/2008		S		200	D	$28.09	156,445 ^{( 7 )}	D
Common Stock	11/11/2008		S		200	D	$28.08	156,245 ^{( 8 )}	D
Common Stock	11/11/2008		S		100	D	$28.01	156,145 ^{( 9 )}	D
Common Stock	11/11/2008		S		300	D	$28	155,845 ^{( 10 )}	D
Common Stock	11/11/2008		M		2,329	A	$14.85	158,174 ^{( 11 )}	D
Common Stock	11/11/2008		S		200	D	$28.46	157,974 ^{( 12 )}	D
Common Stock	11/11/2008		S		100	D	$28.45	157,874 ^{( 13 )}	D
Common Stock	11/11/2008		S		100	D	$28.41	157,774 ^{( 14 )}	D
Common Stock	11/11/2008		S		200	D	$28.4	157,574 ^{( 15 )}	D
Common Stock	11/11/2008		S		29	D	$28.37	157,545 ^{( 16 )}	D
Common Stock	11/11/2008		S		100	D	$28.32	157,445 ^{( 17 )}	D
Common Stock	11/11/2008		S		300	D	$28.26	157,145 ^{( 18 )}	D
Common Stock	11/11/2008		S		300	D	$28.23	156,845 ^{( 19 )}	D
Common Stock	11/11/2008		S		400	D	$28.22	156,445 ^{( 20 )}	D
Common Stock	11/11/2008		S		100	D	$28.2	156,345 ^{( 21 )}	D
Common Stock	11/11/2008		S		100	D	$28.15	156,245 ^{( 22 )}	D
Common Stock	11/11/2008		S		100	D	$28.1	156,145 ^{( 23 )}	D
Common Stock	11/11/2008		S		100	D	$28.09	156,045 ^{( 24 )}	D
Common Stock	11/11/2008		S		100	D	$28.08	155,945 ^{( 25 )}	D
Common Stock	11/11/2008		S		100	D	$28	155,845 ^{( 26 )}	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)
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)
Stock Option (right to buy)	$14.85	11/11/2008		M			2,329	01/02/2005 ^{( 27 )}	01/01/2014	Common Stock	2,329	$0	40,241	D
Stock Option (right to buy)	$14	11/11/2008		M			1,271	04/29/2004 ^{( 28 )}	04/28/2013	Common Stock	1,271	$0	0	D

Explanation of Responses:

1. Includes 14,549 shares of Common Stock of SJW Corp. (the "Company") and 1,271 shares of Common Stock of the Company issued to Mr. Roth following the exercise of his stock options. Also includes 46,667 shares underlying restricted stock units and 94,629 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 14,549 shares of Common Stock of SJW Corp. (the "Company") and 1,200 shares of Common Stock of the Company issued to Mr. Roth following the exercise of his stock options. Also includes 46,667 shares underlying restricted stock units and 94,629 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 14,549 shares of Common Stock of SJW Corp. (the "Company") and 1,100 shares of Common Stock of the Company issued to Mr. Roth following the exercise of his stock options. Also includes 46,667 shares underlying restricted stock units and 94,629 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 14,549 shares of Common Stock of SJW Corp. (the "Company") and 1,000 shares of Common Stock of the Company issued to Mr. Roth following the exercise of his stock options. Also includes 46,667 shares underlying restricted stock units and 94,629 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 14,549 shares of Common Stock of SJW Corp. (the "Company") and 900 shares of Common Stock of the Company issued to Mr. Roth following the exercise of his stock options. Also includes 46,667 shares underlying restricted stock units and 94,629 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 14,549 shares of Common Stock of SJW Corp. (the "Company") and 800 shares of Common Stock of the Company issued to Mr. Roth following the exercise of his stock options. Also includes 46,667 shares underlying restricted stock units and 94,629 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 14,549 shares of Common Stock of SJW Corp. (the "Company") and 600 shares of Common Stock of the Company issued to Mr. Roth following the exercise of his stock options. Also includes 46,667 shares underlying restricted stock units and 94,629 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 14,549 shares of Common Stock of SJW Corp. (the "Company") and 400 shares of Common Stock of the Company issued to Mr. Roth following the exercise of his stock options. Also includes 46,667 shares underlying restricted stock units and 94,629 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 14,549 shares of Common Stock of SJW Corp. (the "Company") and 300 shares of Common Stock of the Company issued to Mr. Roth following the exercise of his stock options. Also includes 46,667 shares underlying restricted stock units and 94,629 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 14,549 shares of Common Stock, 46,667 shares underlying restricted stock units and 94,629 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 14,549 shares of Common Stock of SJW Corp. (the "Company") and 2,329 shares of Common Stock of the Company issued to Mr. Roth following the exercise of his stock options. Also includes 46,667 shares underlying restricted stock units and 94,629 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 14,549 shares of Common Stock of SJW Corp. (the "Company") and 2,129 shares of Common Stock of the Company issued to Mr. Roth following the exercise of his stock options. Also includes 46,667 shares underlying restricted stock units and 94,629 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 14,549 shares of Common Stock of SJW Corp. (the "Company") and 2,029 shares of Common Stock of the Company issued to Mr. Roth following the exercise of his stock options. Also includes 46,667 shares underlying restricted stock units and 94,629 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 14,549 shares of Common Stock of SJW Corp. (the "Company") and 1,929 shares of Common Stock of the Company issued to Mr. Roth following the exercise of his stock options. Also includes 46,667 shares underlying restricted stock units and 94,629 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 14,549 shares of Common Stock of SJW Corp. (the "Company") and 1,729 shares of Common Stock of the Company issued to Mr. Roth following the exercise of his stock options. Also includes 46,667 shares underlying restricted stock units and 94,629 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 14,549 shares of Common Stock of SJW Corp. (the "Company") and 1,700 shares of Common Stock of the Company issued to Mr. Roth following the exercise of his stock options. Also includes 46,667 shares underlying restricted stock units and 94,629 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 14,549 shares of Common Stock of SJW Corp. (the "Company") and 1,600 shares of Common Stock of the Company issued to Mr. Roth following the exercise of his stock options. Also includes 46,667 shares underlying restricted stock units and 94,629 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 14,549 shares of Common Stock of SJW Corp. (the "Company") and 1,300 shares of Common Stock of the Company issued to Mr. Roth following the exercise of his stock options. Also includes 46,667 shares underlying restricted stock units and 94,629 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. Includes 14,549 shares of Common Stock of SJW Corp. (the "Company") and 1,000 shares of Common Stock of the Company issued to Mr. Roth following the exercise of his stock options. Also includes 46,667 shares underlying restricted stock units and 94,629 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).

20. Includes 14,549 shares of Common Stock of SJW Corp. (the "Company") and 600 shares of Common Stock of the Company issued to Mr. Roth following the exercise of his stock options. Also includes 46,667 shares underlying restricted stock units and 94,629 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).

21. Includes 14,549 shares of Common Stock of SJW Corp. (the "Company") and 500 shares of Common Stock of the Company issued to Mr. Roth following the exercise of his stock options. Also includes 46,667 shares underlying restricted stock units and 94,629 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).

22. Includes 14,549 shares of Common Stock of SJW Corp. (the "Company") and 400 shares of Common Stock of the Company issued to Mr. Roth following the exercise of his stock options. Also includes 46,667 shares underlying restricted stock units and 94,629 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).

23. Includes 14,549 shares of Common Stock of SJW Corp. (the "Company") and 300 shares of Common Stock of the Company issued to Mr. Roth following the exercise of his stock options. Also includes 46,667 shares underlying restricted stock units and 94,629 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).

24. Includes 14,549 shares of Common Stock of SJW Corp. (the "Company") and 200 shares of Common Stock of the Company issued to Mr. Roth following the exercise of his stock options. Also includes 46,667 shares underlying restricted stock units and 94,629 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).

25. Includes 14,549 shares of Common Stock of SJW Corp. (the "Company") and 100 shares of Common Stock of the Company issued to Mr. Roth following the exercise of his stock options. Also includes 46,667 shares underlying restricted stock units and 94,629 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).

26. Includes 14,549 shares of Common Stock, 46,667 shares underlying restricted stock units and 94,629 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).

27. The stock options are exercisable according to the vesting schedule. The shares vest in four successive equal 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.

28. The stock options are exercisable according to the vesting schedule. The shares vest in four successive equal annual installments upon Mr. Roth's completion of each year of service with the Company over a four-year period measured from the April 29, 2003 issue date of the stock options. Therefore, 11,406 shares of Common Stock of the Company became exercisable on April 29, 2004, April 29, 2005, April 29, 2006 and on April 29, 2007.

Remarks:

	/s/Suzy Papazian Attorney-in-Fact for W. Richard Roth	11/13/2008
	** Signature of Reporting Person	Date
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