| 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)
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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)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/29/2014 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) 06/02/2014 |
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 | 05/29/2014(1) | M(2) | 5,586(3) | A | (2) | 30,681(3) | D | |||
| Common Stock | 05/29/2014(1) | F(4) | 3,206 | D | $54.75 | 27,475 | D | |||
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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 | ||||||||
| Market Stock Unit | (5) | 05/29/2014(1) | M(2) | 5,586(3) | (6) | (6) | Common Stock | 5,586(3) | $0 | 0 | D | ||||
| Explanation of Responses: |
| 1. This amendment is being filed to report the effects of a domestic relations order entered into on March 10, 2014 (the "DRO") pursuant to which the reporting person transferred the following to his ex-spouse: (i) 30,848 shares of JEC common stock (including the 1,766 shares discussed in footnote 3 below), (ii) stock options to purchase an aggregate of 26,275 shares of JEC common stock (5,000 granted on 12/6/2007, 6,000 granted on 5/22/2008, 5,889 granted on 5/28/2009, 5,369 granted on 5/27/2010, 1,783 granted on 5/26/2011 and 2,234 granted on 5/24/2012), and (iii) contingent rights to receive up to 3,076 shares of JEC common stock pursuant to performance stock units granted on 5/24/2012. The reporting person no longer reports as beneficially owned any securities owned by or the economic benefit of which has been transferred to his ex-spouse. The impact of the DRO was not reflected in the original Form 4 filing. |
| 2. Represents distribution of JEC common stock upon vesting of market stock units acquired on May 26, 2011 pursuant to the 1999 Stock Incentive Plan. |
| 3. The number of market stock units that vested, and therefore the number of shares of JEC common stock issued upon vesting, represents 122.54% of the number of market stock units initially awarded, with such percentage based on the stock price performance of JEC common stock at the end of the three years vesting period relative to the stock price at the beginning of the vesting period. The number of market stock units that vested and therefore, the number of shares of JEC common stock issued to the reporting person upon vesting, excludes 1,766 market stock units and shares of JEC common stock the economic benefit of which were transferred to the reporting person's ex-spouse pursuant to the DRO. |
| 4. Represents number of shares of JEC common stock tendered for tax withholding on distribution of JEC common stock upon vesting of market stock units. |
| 5. Each market stock unit award represents a contingent right to receive one share of JEC common stock. |
| 6. The market stock units award vested on May 26, 2014. |
| Remarks: |
| /s/ Geoffrey P. Sanders | 09/25/2014 | |
| ** 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. | ||