SEC Form 4
| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol JABIL CIRCUIT INC [ JBL ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 10/14/2015 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock(1) | 10/14/2015 | A | 73,340 | A | $0.0000 | 772,300(2) | D | |||
| Common Stock(3) | 10/14/2015 | A | 55,005 | A | $0.0000 | 827,305 | D | |||
| Common Stock(4) | 10/14/2015 | A | 36,670 | A | $0.0000 | 863,975 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Explanation of Responses: |
| 1. This represents the grant of a performance-based restricted stock unit award that provides for vesting at varying rates based on certain performance-based criteria. Each restricted stock unit represents the right to receive one share of Common Stock at vesting. Shares are earned based on comparisons of the Company's total shareholder return and the S&P Supercomposite Technology Hardware and Equipment Index during each of FY16, FY17 and FY18. The award has an "overdrive" feature that provides that if the level of performance attained is in excess of a specified percentile the reporting person is entitled to additional shares. The number of shares listed in Column 4 of Table I represents the maximum of shares that may be issued. The award is also subject to vesting conditions tied to continued service, provided, however, that death, disability or for certain retirement events before those stated vesting dates will not result in forfeiture of the award or specified portions of the award. |
| 2. Column 5 of Table I includes 578 shares and 596 shares acquired on June 30, 2015 and December 31, 2014, respectively, under the 2011 Employee Stock Purchase Plan of Jabil Circuit, Inc. |
| 3. This represents the grant of a performance-based restricted stock unit award that provides for vesting at varying rates based on specified performance-based criteria. Each restricted stock unit represents the right to receive one share of Common Stock at vesting. Shares are earned based on cumulative core EPS for FY2016 through FY2018. The award has an "overdrive" feature that provides that if cumulative core EPS for FY2016 through FY2018 is in excess of a specified amount the reporting person is entitled to additional shares. The number of shares listed in Column 4 of Table I represents the maximum of shares that may be issued upon vesting of the award if the maximum target is met. The award is also subject to vesting conditions tied to continued service, provided, however, that death, disability or the certain retirement events before those stated vesting dates will not result in forfeiture of the award or specified portions of the award. |
| 4. This represents the grant of a restricted stock unit award. Each restricted stock unit represents the right to receive one share of Common Stock at vesting. The restricted stock units will become vested at the rate of 30% of the shares on the 1st anniversary of the date of grant (which date of grant was 10/14/15), and 30% of the shares on the 2nd anniversary of the date of grant, and the remaining 40% of the shares on the 3rd anniversary of the date of grant, provided that in all instances the reporting person is an employee of, or consultant (as defined in the Plan) to the Company or subsidiary; provided, however, that death, disability or for certain retirement events before those stated vesting dates will not result in forfeiture of the award or specified portions of the award. |
| /s/ Kathryn L. Salo, Attorney-in-Fact | 10/16/2015 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||