SEC Form 4 · accession 0001209191-16-089413

H2O AMERICA · HTO

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1Represents 4,716 shares of common stock withheld by the issuer to satisfy the reporting person's tax withholding obligations with respect to an aggregate of 11,963 shares of common stock underlying restricted stock units ("RSUs") that vested and became issuable on January 4, 2016 pursuant to the terms of the January 2, 2013, January 2, 2014 and August 4, 2014 Restricted Stock Issuance Agreements between the issuer and the reporting person. The issuable shares were previously reported as Table I securities at the time the RSUs were granted, and accordingly the issuance of those shares is not a reportable transaction on this Form 4.
• F2Includes 21,598 shares of common stock underlying RSUs, which will vest and become issuable in accordance with their terms, and 112,220 shares of the issuer's common stock underlying deferred restricted stock; and excludes an aggregate of 7,247 shares of common stock that were issued and transferred to the W. Richard Roth and Viviane L. Roth Community Property Revocable Trust dated December 17, 2004 immediately following the vesting of RSUs described in footnote 1 above.
• F3The 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 2015 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 4, 2016 based on the average of the closing selling prices of the issuer's common stock on each of the dates during the 2015 calendar year on which actual dividends on the common stock were paid.
• F4Includes 21,598 shares of the issuer's common stock underlying RSUs that will vest and become issuable in accordance with their terms and 115,107 shares of the issuer's common stock underlying deferred restricted stock.
• F5Includes an aggregate of 7,247 shares of common stock that were issued and transferred to the W. Richard Roth and Viviane L. Roth Community Property Revocable Trust dated December 17, 2004 immediately following the vesting of RSUs described in footnote 1 above.