JACOBS SOLUTIONS INC. — Director's Dealing 2019

May 1, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: JACOBS ENGINEERING GROUP INC /DE/ (JEC)
CIK: 0000052988
Period of Report: 2019-04-26

Reporting Person: Pai Vinayak Ratnakar (President, ECR)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-04-26	Common Stock	F	1078	$78.98	Disposed	11248	Direct
2019-04-26	Common Stock	J	1885	$78.98	Disposed	9363	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-04-26	Stock Option (Right to Buy)	$42.74	J	1158	Disposed		Common Stock (1158)	Direct

Footnotes

F1: Represents number of shares of JEC common stock tendered for tax withholding upon vesting of restricted stock units pursuant to the Company's 1999 Stock Incentive Plan.

F2: Represents restricted stock units which forfeited in connection with the closing of the sale of the Company's Energy, Chemicals & Resources division to WorleyParsons Limited on April 26, 2019. Pursuant to the terms of the Amended and Restated Stock and Asset Purchase Agreement, dated as of April 26, 2019, by and between the Company and WorleyParsons Limited (the "Purchase Agreement"), the value of the forfeited restricted stock units will be replaced by equity of WorleyParsons Limited.

F3: Represents unvested options which forfeited in connection with the closing of the sale of the Company's Energy, Chemicals & Resources division to WorleyParsons Limited on April 26, 2019. Pursuant to the terms of the Purchase Agreement, the value of the forfeited options will be replaced by equity of WorleyParsons Limited.

F4: Stock options are forfeited.