Sec Form 4 Filing - DEMETRIOU STEVEN J. @ JACOBS ENGINEERING GROUP INC /DE/ - 2021-11-17

Insider filing report for Changes in Beneficial Ownership
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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
DEMETRIOU STEVEN J.
2. Issuer Name and Ticker or Trading Symbol
JACOBS ENGINEERING GROUP INC /DE/ [ J]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
CHAIR AND CEO
(Last) (First) (Middle)
1999 BRYAN STREET
3. Date of Earliest Transaction (MM/DD/YY)
11/17/2021
(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 11/17/2021 M 98,739( 1 ) A $ 42.74 575,613 D
Common Stock 11/17/2021 S 46,908 D $ 145.233( 2 ) 528,705 D
Common Stock 11/17/2021 S 31,659 D $ 145.924( 3 ) 497,046 D
Common Stock 11/17/2021 S 20,172 D $ 146.732( 4 ) 476,874 D
Common Stock 11/17/2021 M( 5 ) 77,854( 6 ) A 554,728 D
Common Stock 11/17/2021 F 30,636( 7 ) D $ 145.41 524,092 D
Common Stock 11/17/2021 M( 5 ) 59,713( 8 ) A 583,805 D
Common Stock 11/17/2021 F 23,498( 7 ) D $ 145.41 560,307 D
Common Stock 11/17/2021 A 33,010( 9 ) A $ 145.41 593,317 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 Options $ 42.74 11/17/2021 M 98,739( 1 ) ( 10 ) 11/19/2025 Common Stock 98,739 $ 0 0 D
Performance Stock Units $ 0( 11 ) 11/17/2021 M( 5 ) 77,854( 6 ) ( 12 ) ( 12 ) Common Stock 77,854( 6 ) ( 5 ) 0 D
Performance Stock Units $ 0( 11 ) 11/17/2021 M( 5 ) 59,713( 8 ) ( 12 ) ( 12 ) Common Stock 59,713( 8 ) ( 5 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
DEMETRIOU STEVEN J.
1999 BRYAN STREET
DALLAS, TX75201
X CHAIR AND CEO
Signatures
Justin Johnson - Attorney-in-Fact for Steven J. Demetriou 11/19/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The sale and exercise were made pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on June 10, 2021.
( 2 )This transaction was executed in multiple trades at prices ranging from $144.50 to $145.50. The price reported above reflects the weighted average sale price.The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
( 3 )This transaction was executed in multiple trades at prices ranging from $145.51 to $146.51. The price reported above reflects the weighted average sale price.The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
( 4 )This transaction was executed in multiple trades at prices ranging from $146.52 to $147.05. The price reported above reflects the weighted average sale price.The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
( 5 )Represents distribution of Jacobs common stock upon vesting of performance stock units awarded on November 7, 2018 pursuant to the Company's 1999 Stock Incentive Plan.
( 6 )The number of performance stock units that vested, and therefore the number of shares of Jacobs common stock issued upon vesting, represents 200% of the number of performance stock units initially awarded, with such percentage based on the Company's earnings per share (EPS) growth over the three year performance period.
( 7 )Represents number of shares of Jacobs common stock tendered for tax withholding on distribution of Jacobs common stock upon vesting of performance stock units.
( 8 )The number of performance stock units that vested, and therefore the number of shares of Jacobs common stock issued upon vesting, represents 153.4% of the number of performance stock units initially awarded, with such percentage based on the Company's average return on invested capital (ROIC) over the three year performance period.
( 9 )Represents the receipt of restricted stock units pursuant to the Company's 1999 Stock Incentive Plan. Each restricted stock unit represents the right to receive one share of Jacobs common stock. The restricted stock unit vests in four equal annual installments beginning on the first anniversary of grant date.
( 10 )Stock options are fully vested.
( 11 )Each performance stock unit award represented a contingent right to receive one share of Jacobs common stock.
( 12 )The performance stock units awarded vest on November 17, 2021.

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