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^*

MARTIN CRAIG L

(Last)

(First)

(Middle)

155 NORTH LAKE AVE

(Street)

PASADENA

91101

(City)

(State)

(Zip)

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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
12/26/2014

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	12/26/2014		M⁽¹⁾		39,500⁽²⁾	A	$0	584,257	D
Common Stock	12/26/2014		M⁽¹⁾		39,500⁽²⁾	A	$0	623,757	D
Common Stock	12/26/2014		M⁽³⁾		25,700⁽²⁾	A	$0	649,457	D
Common Stock	12/26/2014		M⁽³⁾		25,700⁽²⁾	A	$0	675,157	D
Common Stock	12/26/2014		F⁽⁴⁾		68,046⁽⁴⁾	D	$44.56	607,111	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)
Performance Stock Unit	⁽⁵⁾	12/26/2014		M⁽¹⁾			39,500⁽²⁾	⁽⁶⁾	⁽⁶⁾	Common Stock	39,500⁽²⁾	$0	0	D
Performance Stock Unit	⁽⁵⁾	12/26/2014		M⁽¹⁾			39,500⁽²⁾	⁽⁶⁾	⁽⁶⁾	Common Stock	39,500⁽²⁾	$0	0	D
Performance Stock Unit	⁽⁵⁾	12/26/2014		M⁽³⁾			25,700⁽²⁾	⁽⁶⁾	⁽⁶⁾	Common Stock	25,700⁽²⁾	$0	0	D
Performance Stock Unit	⁽⁵⁾	12/26/2014		M⁽³⁾			25,700⁽²⁾	⁽⁶⁾	⁽⁶⁾	Common Stock	25,700⁽²⁾	$0	0	D

Explanation of Responses:

1. Represents distribution of JEC common stock upon Board-approved accelerated vesting of performance stock units acquired on May 23, 2013, as a result of the reporting person's retirement as President and Chief Executive Officer and as a Director of the Company effective on December 26, 2014.

2. The number of performance stock units that vested, and therefore the number of shares of JEC common stock issued upon vesting, represents 100% of the target number of performance stock units awarded.

3. Represents distribution of JEC common stock upon Board-approved accelerated vesting of performance stock units acquired on May 22, 2014, as a result of the reporting person's retirement as President and Chief Executive Officer and as a Director of the Company effective on December 26, 2014.

4. Represents number of shares of JEC common stock tendered for tax withholding on distribution of JEC common stock upon vesting of performance stock units.

5. Each performance stock unit award represents a contingent right to receive one share of JEC common stock.

6. The Board of Directors accelerated the vesting of the performance stock units to December 26, 2014 in connection with the reporting person's retirement.

Remarks:

	/s/ Geoffrey P. Sanders	12/29/2014
	** 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).
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