JABIL INC — Director's Dealing 2014

Oct 20, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: JABIL CIRCUIT INC (JBL)
CIK: 0000898293
Period of Report: 2014-10-16

Reporting Person: PAVER ROBERT L (Corp. Sec. & General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-10-16	Common Stock	A	55530.0000	$0.0000	Acquired	228996.0000	Direct
2014-10-16	Common Stock	A	18510.0000	$0.0000	Acquired	247506.0000	Direct
2014-10-16	Common Stock	F	1255.0000	$18.5000	Disposed	246251.0000	Direct
2014-10-16	Common Stock	D	18596.0000	$0.0000	Disposed	227655.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-10-16	Stock Appreciation Right	$18.4900	A	45000.0000	Acquired	2021-10-16	Common Stock (45000.0000)	Direct

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 FY2015 through FY2017. The award has an "overdrive" feature that provides that if cumulative core EPS for FY2015 through FY2017 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 I 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 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 10/16/14), 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: This represents shares forfeited in connection with a performance-based restricted stock unit award that was granted on October 16, 2011 with restrictions that lapse at varying rates based on certain performance-based criteria. The award had an "overdrive" feature that provided that if cumulative core EPS for FY2012 through FY2014 was 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 shares subject to the award that the reporting person forfeited on October 16, 2014 because the cumulative core EPS at the 2014 Measurement Date was not met.

F4: Stock Appreciation Rights shall vest one-hundred percent (100%) on the Grant Date (10/16/14), provided that in all instances the Grantee is an Employee of, or Consultant to, or Non-Employee Director of (as defined in the relevant stock incentive plan), the Company or a Subsidiary on such date.

F5: $0.00 has been inserted to satisfy the requirements to submit this form via the EDGAR system.