JACOBS SOLUTIONS INC. — Director's Dealing 2012

May 29, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: JACOBS ENGINEERING GROUP INC /DE/ (JEC)
CIK: 0000052988
Period of Report: 2012-05-24

Reporting Person: LANDRY GREGORY J (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-25	Common Stock	F	992	$36.96	Disposed	235071	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-05-24	Stock Option	$37.03	A	36000	Acquired	2022-05-24	Common Stock (36000.0)	Direct
2012-05-24	Performance Stock Unit	$	A	22500	Acquired	2015-05-24	Common Stock (22500.0)	Direct
2012-05-24	Performance Stock Unit	$	A	30000	Acquired	2015-05-24	Common Stock (30000.0)	Direct

Footnotes

F1: Represents shares surrendered to satisfy tax withholding liabilities upon vesting of restricted stock awards.

F2: The option vests in four equal annual installments beginning on May 24, 2013.

F3: Each performance stock unit award represents a contingent right to receive one share of JEC common stock.

F4: Represents receiving 150% of the target share amount that may be issued pursuant to an award of performance stock units. The actual number of shares to be issued upon vesting can range from 0% to 150% of the number of performance stock units awarded, depending on the stock price performance of JEC common stock relative to the stock price performance of a defined group of industry peers.

F5: Represents receiving 200% of the target share amount that may be issued pursuant to an award of performance stock units. The actual number of shares to be issued upon vesting can range from 0% to 200% of the number of performance stock units awarded, depending on the growth of the company's net earnings.