Sec Form 4 Filing - MARKLEY WILLIAM C III @ JACOBS ENGINEERING GROUP INC /DE/ - 2012-05-24

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person MARKLEY WILLIAM C III 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) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) SVP & General Counsel (Last) (First) (Middle) 1111 S. ARROYO PARKWAY 3. Date of Earliest Transaction (MM/DD/YY) 05/24/2012 (Street) PASADENA, CA91105 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 05/25/2012 F 551 ( 1 ) D $ 36.96 41,158 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Stock Option $ 37.03 05/24/2012 A 12,000 ( 2 ) 05/24/2022 Common Stock 12,000 $ 0 12,000 D Performance Stock Unit ( 3 ) 05/24/2012 A 7,500 ( 4 ) 05/24/2015 05/24/2015 Common Stock 7,500 ( 4 ) $ 0 7,500 ( 4 ) D Performance Stock Unit ( 3 ) 05/24/2012 A 10,000 ( 5 ) 05/24/2015 05/24/2015 Common Stock 10,000 ( 5 ) $ 0 10,000 ( 5 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MARKLEY WILLIAM C III 1111 S. ARROYO PARKWAY PASADENA, CA91105 SVP & General Counsel Signatures /s/ Geoffrey P. Sanders 05/29/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares surrendered to satisfy tax withholding liabilities upon vesting of restricted stock awards. ( 2 )The option vests in four equal annual installments beginning on May 24, 2013. ( 3 )Each performance stock unit award represents a contingent right to receive one share of JEC common stock. ( 4 )Represents receiving 150% of the target share amount that may be issued pursuant to an award of performance stock units. The actual number of shares to be issued upon vesting can range from 0% to 150% of the number of performance stock units awarded, depending on the stock price performance of JEC common stock relative to the stock price performance of a defined group of industry peers. ( 5 )Represents receiving 200% of the target share amount that may be issued pursuant to an award of performance stock units. The actual number of shares to be issued upon vesting can range from 0% to 200% of the number of performance stock units awarded, depending on the growth of the company's net earnings.

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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