JABIL INC — Director's Dealing 2012

Oct 18, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: JABIL CIRCUIT INC (JBL)
CIK: 0000898293
Period of Report: 2012-10-16

Reporting Person: MUIR WILLIAM D JR (EVP, CEO, Manufacturing Svcs)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-10-16	Common Stock	A	71140.0000	$0.0000	Acquired	676138.0000	Direct
2012-10-16	Common Stock	M	57400.0000	$12.9500	Acquired	733538.0000	Direct
2012-10-16	Common Stock	A	35570.0000	$0.0000	Acquired	769108.0000	Direct
2012-10-16	Common Stock	M	7000.0000	$12.9500	Acquired	776108.0000	Direct
2012-10-16	Common Stock	F	5295.0000	$17.1200	Disposed	770813.0000	Direct
2012-10-16	Common Stock	F	48515.0000	$17.1200	Disposed	722298.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-10-16	Employee Stock Option (Right to Buy)	$12.9500	M	7000.0000	Disposed	2012-10-17	Common Stock (7000.0000)	Direct
2012-10-16	Employee Stock Option (Right to Buy)	$12.9500	M	57400.0000	Disposed	2012-10-17	Common Stock (57400.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	300.0000	Indirect
Common Stock	11712.0000	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 FY2013 through FY2017. The award is also subject to vesting conditions tied to continued service; provided, however, that death, disability or for certain retirement events 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 10/16/12), 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 Plan) to the Company or subsidiary; provided, however, that death, disability or for certain retirement events before those stated vesting dates will not result in forfeiture of the award or specified portions of the award.

F3: Options shall vest at the rate of 12% of the shares upon the expiration of six (6) months after the Vesting Commencement Date (10/17/02) and 2% of the shares at the end of each month thereafter provided that the optionee is an employee of, or consultant (as defined in the relevant stock incentive plan) to, the Company or a subsidiary.

F4: The derivative security is a stock option issued under the Issuer's 2002 Stock Incentive Plan. $0.00 has been inserted to satisfy the requirements to submit this form via the EDGAR system.