JACOBS SOLUTIONS INC. — Director's Dealing 2014

Sep 25, 2014

SEC Form 4/A — Form 4/A

Issuer: JACOBS ENGINEERING GROUP INC /DE/ (JEC)
CIK: 0000052988
Period of Report: 2014-05-29

Reporting Person: KREMER ANDREW F (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-05-29	Common Stock	M	5586	—	Acquired	30681	Direct
2014-05-29	Common Stock	F	3206	$54.75	Disposed	27475	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-05-29	Market Stock Unit	$	M	5586	Disposed		Common Stock (5586.0)	Direct

Footnotes

F1: This amendment is being filed to report the effects of a domestic relations order entered into on March 10, 2014 (the "DRO") pursuant to which the reporting person transferred the following to his ex-spouse: (i) 30,848 shares of JEC common stock (including the 1,766 shares discussed in footnote 3 below), (ii) stock options to purchase an aggregate of 26,275 shares of JEC common stock (5,000 granted on 12/6/2007, 6,000 granted on 5/22/2008, 5,889 granted on 5/28/2009, 5,369 granted on 5/27/2010, 1,783 granted on 5/26/2011 and 2,234 granted on 5/24/2012), and (iii) contingent rights to receive up to 3,076 shares of JEC common stock pursuant to performance stock units granted on 5/24/2012. The reporting person no longer reports as beneficially owned any securities owned by or the economic benefit of which has been transferred to his ex-spouse. The impact of the DRO was not reflected in the original Form 4 filing.

F2: Represents distribution of JEC common stock upon vesting of market stock units acquired on May 26, 2011 pursuant to the 1999 Stock Incentive Plan.

F3: The number of market stock units that vested, and therefore the number of shares of JEC common stock issued upon vesting, represents 122.54% of the number of market stock units initially awarded, with such percentage based on the stock price performance of JEC common stock at the end of the three years vesting period relative to the stock price at the beginning of the vesting period. The number of market stock units that vested and therefore, the number of shares of JEC common stock issued to the reporting person upon vesting, excludes 1,766 market stock units and shares of JEC common stock the economic benefit of which were transferred to the reporting person's ex-spouse pursuant to the DRO.

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

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

F6: The market stock units award vested on May 26, 2014.