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^*

MONDELLO MARK T

(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)
	Chief Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
10/21/2010

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⁾	10/21/2010		A		199,309	A	$0	1,193,289	D
Common Stock⁽²⁾	10/21/2010		A		66,437	A	$0	1,259,726	D
Common Stock⁽³⁾	10/21/2010		A		60,000	A	$0	1,319,726	D
Common Stock	10/21/2010		F		8,748	D	$14.31	1,310,978	D
Common Stock⁽⁴⁾	10/21/2010		D		25,000	D	$0	1,285,978	D
Common Stock⁽⁵⁾	10/21/2010		D		25,000	D	$0	1,260,978	D
Common Stock	10/21/2010		F		27,338	D	$14.31	1,233,640	D
Common Stock⁽⁶⁾	10/21/2010		D		60,000	D	$0	1,173,640	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 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 FY2011 through FY2015. The award has an "overdrive" feature that provides that if cumulative core EPS for FY2011 through FY2013 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 1 represents the maximum number of shares that may be issued upon vesting of the award if the maximum target is met (i.e., the full "overdrive" amount). The award is also subject to vesting conditions tied to continued service; provided, however, that death, disability or retirement before those stated vesting dates will not result in forfeiture of the award or specified portions of the award.

2. 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 10/21/10), 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; provided, however, that death, disability or retirement before those stated vesting dates will not result in forfeiture of the award or specified portions of the award.

3. This represents the grant of a performance-based restricted stock unit award that provides for vesting on an all-or-nothing basis on August 31, 2011 if a specified amount of FY2011 corporate net core operating income profit margin is achieved. Each restricted stock unit represents the right to receive one share of Common Stock at vesting. The award is also subject to vesting conditions tied to continued service, except in specified cases relating to death, disability or retirement.

4. This represents shares forfeited in connection with a performance-based restricted stock award that was granted on October 24, 2007 with restrictions that lapse at varying rates based on specified performance-based criteria. The extent and timing of the lapse of restrictions on the shares subject to the award were based on comparisons of the total shareholder return of the Company's stock and the change in the S&P 500 Composite Stock Index (assuming in each case a reinvestment of dividends) during specified comparison periods in each of 2008, 2009 and 2010. Because none of the 2007 TSR Award shares became vested during the third and final vesting period, 50% of the 2007 TSR Award shares (i.e., the portion of the 2007 TSR Award shares that did not become vested during either the first, second or third vesting period) are forfeited.

5. This represents shares forfeited in connection with a performance-based restricted stock award that was granted on October 24, 2007 with restrictions that lapse at varying rates based on specified 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 FY2007 through FY2009 was in excess of a specified percentage the reporting person would be entitled to additional shares. The number of shares listed in Column 4 of Table I represents the maximum of shares that would have been issued pursuant to the award if the CAGR maximum target had been met. On October 21, 2010, the reporting person forfeited 25% of the shares because the CAGR maximum target was not met and the restrictions on the other shares related to this award lapsed.

6. This represents shares forfeited in connection with a performance-based restricted stock award that was granted on October 22, 2008 with restrictions that lapse at varying rates based on specified performance-based criteria. The extent and timing of the lapse of restrictions on the shares subject to the award were based on comparisons of the total shareholder return of the Company's stock and the change in the S&P 500 Composite Stock Index (assuming in each case a reinvestment of dividends) during each of FY2009, FY2010 and FY2011. Because the performance goal was not achieved during either the first or second vesting period, and because no more than 50% of the 2008 TSR Award shares can become vested during the third and final vesting period under the terms of the 2008 TSR Awards, 50% of the 2008 TSR Award shares are forfeited at this time.

	/s/ Kathryn M. Vetter, Attorney-in-Fact	10/25/2010
	** 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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