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^*

MCGEE JOSEPH A

(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,Strategic Plng&Development

3. Date of Earliest Transaction (Month/Day/Year)
01/20/2017

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⁾	01/20/2017		M		15,000	A	$18.49	471,194	D
Common Stock⁽¹⁾	01/20/2017		F		961	D	$23	470,233	D
Common Stock⁽¹⁾	01/20/2017		F		12,059	D	$23	458,174	D
Common Stock⁽¹⁾	01/20/2017		S		35,000	D	$23.1621⁽²⁾	423,174⁽³⁾	D
Common Stock⁽¹⁾	01/23/2017		S		1,980	D	$23.0483⁽⁴⁾	421,194	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)
Stock Appreciation Right⁽¹⁾	$18.49	01/20/2017		M			15,000	10/16/2014⁽⁵⁾	10/16/2021	Common Stock	15,000	$0.0000⁽⁶⁾	15,000	D

Explanation of Responses:

1. This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.

2. The transactions reflected on this line were executed in multiple trades at prices ranging from $23.0350 to $23.3200. The price reported above reflects the weighted average sale price for the shares set forth on this line. The reporting person hereby undertakes to provide upon request by the SEC Staff, the Issuer or a security holder of the Issuer full information regarding the number of shares sold at each separate price.

3. Column 5 of Table I includes 671 shares acquired on December 31, 2016, under the 2011 Employee Stock Purchase Plan of Jabil Circuit, Inc.

4. The transactions reflected on this line were executed in multiple trades at prices ranging from $23.0100 to $23.2000. The price reported above reflects the weighted average sale price for the shares set forth on this line. The reporting person hereby undertakes to provide upon request by the SEC Staff, the Issuer or a security holder of the Issuer full information regarding the number of shares sold at each separate price.

5. Stock Appreciation Rights shall vest one-hundred percent (100%) on the Grant Date (10/16/14), provided that in all instances the Grantee is an Employee of, or Consultant to, or Non-Employee Director of (as defined in the relevant stock incentive plan), the Company or a Subsidiary on such date.

6. The derivative security is a stock appreciation right issued under the Issuer's 2011 Stock Incentive Plan. $0.00 has been inserted to satisfy the requirements to submit this form via the EDGAR system.

	/s/ Kathryn L. Salo, Attorney-in-Fact	01/24/2017
	** 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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