Michael R Tyler Form 4 JACOBS ENGINEERING / Michael R Tyler ownership change

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^*

Tyler Michael R

(Last) (First) (Middle)

1999 BRYAN STREET, SUITE 1200

(Street)

DALLAS TX 75201

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
JACOBS ENGINEERING GROUP INC /DE/ [ JEC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP & GENERAL COUNSEL

3. Date of Earliest Transaction (Month/Day/Year)
11/26/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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	11/26/2018		M(1)		4,945(2)	A	(1)	30,371	D
Common Stock	11/26/2018		F		2,452(3)	D	$65.27	27,919	D
Common Stock	11/26/2018		M(1)		5,265(4)	A	(1)	33,184	D
Common Stock	11/26/2018		F		2,611(3)	D	$65.27	30,573	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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
Performance Stock Units	$0.00(5)	11/26/2018		M(1)			4,945(2)	(6)	(6)	Common Stock	4,945(2)	(1)	0	D
Performance Stock Units	$0.00(5)	11/26/2018		M(1)			5,265(4)	(6)	(6)	Common Stock	5,265(4)	(1)	0	D

Explanation of Responses:

1. Represents distribution of JEC common stock upon vesting of performance stock units awarded on November 19, 2015 pursuant to the 1999 Stock Incentive Plan.

2. The number of performance stock units that vested, and therefore the number of shares of JEC common stock issued upon vesting, represents 140.9% of the number of performance stock units initially awarded, with such percentage based on the growth of the Company's net earnings over the three year performance period.

3. Represents number of shares of JEC common stock tendered for tax withholding on distribution of JEC common stock upon vesting of performance stock units.

4. The number of performance stock units that vested, and therefore, the number of shares of JEC common stock issued upon vesting, represents 150% of the number of performance stock units initially awarded, with such percentage based on the stock price performance of JEC common stock relative to the stock price performance of a defined group of industry peers.

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

6. The performance stock units awarded vested on November 26, 2018.

Remarks:

	Kevin C. Berryman - Attorney-in-Fact for Michael R. Tyler	11/28/2018
	** 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).
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