SEC FORM 4

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^*

LOVATO JOHN P

(Last)

(First)

(Middle)

10560 DR. MARTIN LUTHER KING, JR. ST. N.

(Street)

ST. PETERSBURG

33716

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
JABIL CIRCUIT INC [ JBL ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, CEO, Consumer Division

3. Date of Earliest Transaction (Month/Day/Year)
10/22/2008

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock⁽¹⁾	10/22/2008		A		93,200	A	$0	281,721⁽²⁾	D
Common Stock⁽³⁾	10/22/2008		A		62,800	A	$0	344,521	D
Common Stock⁽⁴⁾	10/22/2008		A		46,600	A	$0	391,121	D
Common Stock⁽⁵⁾	10/22/2008		D		36,610	D	$0	354,511	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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. The award has an "overdrive" feature that provides that if the Compound Annual Growth Rate ("CAGR") of the Company's core EPS for FY09 through FY11 is in excess of a certain specified percentage the reporting person is entitled to additional shares. The number of shares listed in Column 4 of Table 1 represents the maximum of shares that may be issued upon vesting of the award if the CAGR maximum target is met.

2. Column 5 of Table I includes 995 shares acquired on June 30, 2008, under the 2002 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 certain performance-based criteria. Each restricted stock unit represents the right to receive one share of Common Stock at vesting. The extent and timing of the vesting of the units are based on comparisons of the increase in the market price of the Company's stock and the S&P 500 Composite Stock Index (assuming in each case a reinvestment of dividends) during each of FY09, FY10 and FY11.

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 10/22/08), 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 relevant Stock Incentive Plan) to the Company or subsidiary.

5. This represents a performance-based restricted stock award that was granted on October 11, 2005 with restrictions that lapse at varying rates based on certain performance-based criteria. The award included an "overdrive" feature that provided that if the Compound Annual Growth Rate ("CAGR") of the Company's core EPS for FY06 through FY08 was in excess of a certain specified percentage the reporting person would be entitled to additional shares. The number of shares listed in Column 4 of Table 1 represents the maximum of shares that would have been issued pursuant to the award if the CAGR maximum target had been met. On October 22, 2008, the reporting person forfeited all of the shares subject to the award because the CAGR minimum target was not met.

Remarks:

	/s/ Kathryn M. Vetter, Attorney-in-Fact	10/24/2008
	** 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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