JACOBS SOLUTIONS INC. — Director's Dealing 2013

May 28, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: JACOBS ENGINEERING GROUP INC /DE/ (JEC)
CIK: 0000052988
Period of Report: 2013-05-23

Reporting Person: MARTIN CRAIG L (Director, President & CEO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-05-23	Stock Option	$55.0	A	118000	Acquired	2023-05-23	Common Stock (118000.0)	Direct
2013-05-23	Performance Stock Unit	$	A	59250	Acquired	2016-05-23	Common Stock (59250.0)	Direct
2013-05-23	Performance Stock Unit	$	A	79000	Acquired	2016-05-23	Common Stock (79000.0)	Direct

Footnotes

F1: The option vests in four equal annual installments beginning on May 23, 2014.

F2: Each performance stock unit award represents a contingent right to receive one share of JEC common stock.

F3: 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.

F4: 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.