SEC Form 4 · accession 0000766829-18-000018
H2O AMERICA · HTO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
W Richard Roth
Director
Period of report
Jan 2, 2018
Accepted (ET)
Jan 4, 2018 · 2:36 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000766829
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Jan 2, 2018 | A | 2,141 | $56.97 | A | 132,162 | D | |
| Common StockF3,F4 | Jan 2, 2018 | F | 7,703 | $63.47 | D | 124,459 | D | |
| Common StockF5,F6 | Jan 2, 2018 | G | 11,263 | $0.00 | D | 113,196 | D | |
| Common StockF5,F7 | Jan 2, 2018 | G | 11,263 | $0.00 | A | 115,255 | I | By the W. Richard Roth and Viviane L. Roth Community Property Revocable Trust dated Dec. 17, 2004 |
| Common Stock | holding | — | — | — | 18,300 | I | By Separate Property Trust |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The securities represent deferred shares of the issuer's common stock credited to the reporting person's deferred compensation account pursuant to dividend equivalent rights. Those rights resulted initially in the addition of cash sums to the account equal to the dividends which would have been paid during the 2017 calendar year on the deferred stock credited to such account had that stock actually been issued and outstanding on each dividend payment date, and the accumulated sums were then converted into additional shares of deferred stock on January 2, 2018 based on the average of the closing prices of the issuer's common stock on each of the dates during the 2017 calendar year on which actual dividends on the common stock were paid.
- F2Includes 12,691 shares of the issuer's common stock underlying restricted stock units that vested in accordance with their terms and 119,471 shares of the issuer's common stock underlying deferred restricted stock.
- F3Represents 7,703 shares of common stock withheld by the issuer to satisfy the reporting person's tax withholding obligations with respect to (1) an aggregate of 5,691 shares of common stock underlying restricted stock units ("RSUs") that vested and became issuable on January 2, 2018 pursuant to the terms of the August 4, 2014 Restricted Stock Issuance Agreement between the issuer and the reporting person and (2) an aggregate of 13,275 shares of the common stock underlying deferred restricted stock ("DSUs") that became issuable on January 2, 2018. The issuable shares were previously reported as Table I securities at the time the RSUs and DSUs were granted, and accordingly the issuance of those shares is not a reportable transaction on this Form 4.
- F4Includes 11,263 shares of the issuer's common stock, 7,000 shares of the issuer's common stock underlying RSUs that vested in accordance with their terms and 106,196 shares of common stock underlying DSUs.
- F5Represents an aggregate of 11,263 shares of common stock that were issued and transferred by the reporting person to the W. Richard Roth and Viviane L. Roth Community Property Revocable Trust dated December 17, 2004 in connection with the issuance of shares of common stock underlying the RSUs and DSUs described in footnote 3 above.
- F6Includes 7,000 shares of common stock underlying RSUs that vested in accordance with their terms and 106,196 shares of the issuer's common stock underlying DSUs.
- F7Includes an aggregate of 11,263 shares of common stock that were issued and transferred by the reporting person to the W. Richard Roth and Viviane L. Roth Community Property Revocable Trust dated December 17, 2004 in connection with the the issuance of shares of common stock underlying the RSUs and DSUs described in footnote 3 above.