JABIL INC — Director's Dealing 2011

Oct 24, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: JABIL CIRCUIT INC (JBL)
CIK: 0000898293
Period of Report: 2011-10-20

Reporting Person: MAIN TIMOTHY L (President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-10-20	Common Stock	A	357039.0000	$0.0000	Acquired	2258865.0000	Direct
2011-10-20	Common Stock	A	117236.0000	$0.0000	Acquired	2376101.0000	Direct
2011-10-20	Common Stock	F	31894.0000	$19.5400	Disposed	2344207.0000	Direct
2011-10-20	Common Stock	F	31894.0000	$19.5400	Disposed	2312313.0000	Direct
2011-10-20	Common Stock	F	31894.0000	$19.5400	Disposed	2280419.0000	Direct
2011-10-20	Common Stock	F	91126.0000	$19.5400	Disposed	2189293.0000	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1009.0000	Indirect
Common Stock	1009.0000	Indirect
Common Stock	1009.0000	Indirect

Footnotes

F1: This represents the grant of a performance-based restricted stock unit award that provides for vesting at varying rates based on specified performance-based criteria. Each restricted stock unit represents the right to receive one share of Common Stock at vesting. Shares are earned based on cumulative core EPS for FY2012 through FY2016. The award has an "overdrive" feature that provides that if cumulative core EPS for FY2012 through FY2014 is in excess of a specified amount the reporting person is entitled to additional shares. The number of shares listed in Column 4 of Table 1 represents the maximum number of shares that may be issued upon vesting of the award if the maximum target is met (i.e., the full "overdrive" amount). The award is also subject to vesting conditions tied to continued service; provided, however, that death, disability or retirement before those stated vesting dates will not result in forfeiture of the award or specified portions of the award.

F2: This represents the grant of a restricted stock unit award. Each restricted stock unit represents the right to receive one share of Common Stock at vesting. The restricted stock units will become vested at the rate of 30% of the shares on the 1st anniversary of the date of grant (which date of grant was 10/20/11), and 30% of the shares on the 2nd anniversary of the date of grant, and the remaining 40% of the shares on the 3rd anniversary of the date of grant, provided that in all instances the reporting person is an employee of, or consultant (as defined in the relevant Stock Award and Incentive Plan) to the Company or subsidiary; provided, however, that death, disability or retirement before those stated vesting dates will not result in forfeiture of the award or specified portions of the award.

F3: The reporting person disclaims beneficial ownership of the securities shown as being held by the Brian James Main Irrevocable Trust, which is for the benefit of one of the reporting person's children, and for which the reporting person is one of three trustees who share voting and dispositive power. This report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

F4: The reporting person disclaims beneficial ownership of the securities shown as being held by the Melissa Marian Nelson Main Irrevocable Trust, which is for the benefit of one of the reporting person's children, and for which the reporting person is one of three trustees who share voting and dispositive power. This report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

F5: The reporting person disclaims beneficial ownership of the securities shown as being held by the Timothy Lee Main, II Irrevocable Trust, which is for the benefit of one of the reporting person's children, and for which the reporting person is one of three trustees who share voting and dispositive power. This report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.