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JACOBS SOLUTIONS INC. Director's Dealing 2014

Dec 29, 2014

30334_dirs_2014-12-29_cac2a580-8336-4f3b-8933-dc72f694697a.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: JACOBS ENGINEERING GROUP INC /DE/ (JEC)
CIK: 0000052988
Period of Report: 2014-12-26

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

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2014-12-26 Common Stock M 39500 Acquired 584257 Direct
2014-12-26 Common Stock M 39500 Acquired 623757 Direct
2014-12-26 Common Stock M 25700 Acquired 649457 Direct
2014-12-26 Common Stock M 25700 Acquired 675157 Direct
2014-12-26 Common Stock F 68046 $44.56 Disposed 607111 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2014-12-26 Performance Stock Unit $ M 39500 Disposed Common Stock (39500.0) Direct
2014-12-26 Performance Stock Unit $ M 39500 Disposed Common Stock (39500.0) Direct
2014-12-26 Performance Stock Unit $ M 25700 Disposed Common Stock (25700.0) Direct
2014-12-26 Performance Stock Unit $ M 25700 Disposed Common Stock (25700.0) Direct

Footnotes

F1: Represents distribution of JEC common stock upon Board-approved accelerated vesting of performance stock units acquired on May 23, 2013, as a result of the reporting person's retirement as President and Chief Executive Officer and as a Director of the Company effective on December 26, 2014.

F2: The number of performance stock units that vested, and therefore the number of shares of JEC common stock issued upon vesting, represents 100% of the target number of performance stock units awarded.

F3: Represents distribution of JEC common stock upon Board-approved accelerated vesting of performance stock units acquired on May 22, 2014, as a result of the reporting person's retirement as President and Chief Executive Officer and as a Director of the Company effective on December 26, 2014.

F4: Represents number of shares of JEC common stock tendered for tax withholding on distribution of JEC common stock upon vesting of performance stock units.

F5: Each performance stock unit award represents a contingent right to receive one share of JEC common stock.

F6: The Board of Directors accelerated the vesting of the performance stock units to December 26, 2014 in connection with the reporting person's retirement.