JACOBS SOLUTIONS INC. — Director's Dealing 2014

Jun 2, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: PROSSER JOHN W JR (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-05-29	Common Stock	M	23282	—	Acquired	364994	Direct
2014-05-29	Common Stock	F	10792	$54.75	Disposed	354202	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-05-29	Market Stock Unit	$	M	23282	Disposed		Common Stock (23282.0)	Direct

Footnotes

F1: Represents distribution of JEC common stock upon vesting of market stock units acquired on May 26, 2011 pursuant to the 1999 Stock Incentive Plan.

F2: 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.

F3: Represents number of shares of JEC common stock tendered for tax withholding on distribution of JEC common stock upon vesting of market stock units.

F4: Each market stock unit award represents a contingent right to receive one share of JEC common stock.

F5: The market stock units award vested on May 26, 2014.