JACOBS SOLUTIONS INC. — Director's Dealing 2019

Nov 20, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: JACOBS ENGINEERING GROUP INC /DE/ (JEC)
CIK: 0000052988
Period of Report: 2019-11-15

Reporting Person: Tyler Michael R (SVP & GENERAL COUNSEL)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-11-15	Common Stock	S	3564	$94.86	Disposed	21852	Direct
2019-11-15	Common Stock	M	6142	—	Acquired	27994	Direct
2019-11-15	Common Stock	F	2238	$94.33	Disposed	25756	Direct
2019-11-15	Common Stock	F	508	$94.33	Disposed	25248	Direct
2019-11-18	Common Stock	M	4784	—	Acquired	30032	Direct
2019-11-18	Common Stock	F	2372	$93.70	Disposed	27660	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-11-15	Performance Stock Units	$0.00	M	6142	Disposed		Common Stock (6142)	Direct
2019-11-18	Performance Stock Units	$0.00	M	4784	Disposed		Common Stock (4784)	Direct

Footnotes

F1: The sale was made pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on August 19, 2019.

F2: Represents distribution of JEC common stock upon vesting of performance stock units awarded on November 16, 2016 pursuant to the 1999 Stock Incentive Plan.

F3: The number of performance stock units that vested, and therefore the number of shares of JEC common stock issued upon vesting, represents 200% of the number of performance stock units initially awarded, with such percentage based on the Company's earnings per share (EPS) growth over the three year performance period.

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: Represents number of shares of JEC common stock tendered for tax withholding upon vesting of restricted stock units.

F6: The number of performance stock units that vested, and therefore the number of shares of JEC common stock issued upon vesting, represents 155.8% of the number of performance stock units initially awarded, with such percentage based on the Company's average return on invested capital (ROIC) over the three year performance period.

F7: Each performance stock unit award represented a contingent right to receive one share of JEC common stock.

F8: The performance stock units awarded vested on November 16, 2019.