Sec Form 4 Filing - Pai Vinayak Ratnakar @ JACOBS ENGINEERING GROUP INC /DE/ - 2019-04-26

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 Pai Vinayak Ratnakar 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) President, ECR (Last) (First) (Middle) 1999 BRYAN STREET, #1200 3. Date of Earliest Transaction (MM/DD/YY) 04/26/2019 (Street) DALLAS, TX75201 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 04/26/2019 F 1,078 ( 1 ) D $ 78.98 11,248 D Common Stock 04/26/2019 J( 2 ) 1,885 D $ 78.98 9,363 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 (Right to Buy) $ 42.74 04/26/2019 J( 3 ) 1,158 ( 4 ) ( 4 ) Common Stock 1,158 $ 0 3,471 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Pai Vinayak Ratnakar 1999 BRYAN STREET #1200 DALLAS, TX75201 President, ECR Signatures Kevin C. Berryman - Attorney-in-Fact for Vinayak Ratnakar Pai 04/30/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents number of shares of JEC common stock tendered for tax withholding upon vesting of restricted stock units pursuant to the Company's 1999 Stock Incentive Plan. ( 2 )Represents restricted stock units which forfeited in connection with the closing of the sale of the Company's Energy, Chemicals & Resources division to WorleyParsons Limited on April 26, 2019. Pursuant to the terms of the Amended and Restated Stock and Asset Purchase Agreement, dated as of April 26, 2019, by and between the Company and WorleyParsons Limited (the "Purchase Agreement"), the value of the forfeited restricted stock units will be replaced by equity of WorleyParsons Limited. ( 3 )Represents unvested options which forfeited in connection with the closing of the sale of the Company's Energy, Chemicals & Resources division to WorleyParsons Limited on April 26, 2019. Pursuant to the terms of the Purchase Agreement, the value of the forfeited options will be replaced by equity of WorleyParsons Limited. ( 4 )Stock options are forfeited.

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).

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