SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

SHAW WAYNE

(Last)

(First)

(Middle)

600 MONTGOMERY STREET

26TH FLOOR

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/03/2013

3. Issuer Name and Ticker or Trading Symbol
URS CORP /NEW/ [ URS ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP & President Oil & Gas Div

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	27,038⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Performance-Based Restricted Stock Units	05/01/2016⁽²⁾	05/01/2016	URS Common Stock	9,000	$0.00	D

Explanation of Responses:

1. Reflects stock grants awarded pursuant to the Company's 2008 Equity Incentive Plan. One award of 15,000 shares on May 14, 2012 provides for time-based vesting ratably over four years on May 1 of 2013, 2014, 2015, and 2016. Share total displayed reflects shares surrendered for taxes upon May 1, 2013 vesting. Another award of 9,000 shares on March 27, 2013 provides for time-based vesting ratably over three years on May 1 of 2014, 2015, and 2016. Another award of 4,500 shares on March 27, 2013 provides for time-based vesting of one-third on May 1, 2014 and two-thirds on May 1, 2015.

2. The number of shares subject to this award granted on March 27, 2013 is 9,000 shares (the "target amount"), subject to performance-based vesting, on May 1, 2016. Vesting is conditioned on the satisfaction of performance conditions related to the Company's net income and relative total shareholder return goals. The number of performance-based shares that actually vest can range from 0% to 200% of this target amount.

Remarks:

	/s/ Charles Szurgot as Attorney-in-Fact for Wayne Shaw	06/03/2013
	** 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 5 (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.