Edgar Filing: Pai Vinayak Ratnakar

Ownership Submission

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 OF SECURITIES

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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(Print or Type Responses)

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 (Month/Day/Year)
04/26/2019

(Street)

DALLAS, TX 75201

4. If Amendment, Date 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

(City)

(State)

(Zip)

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	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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 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

(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⁾

Common Stock

1,158

$ 0

3,471

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Pai Vinayak Ratnakar 1999 BRYAN STREET #1200 DALLAS, TX 75201			President, ECR

Signatures

Kevin C. Berryman - Attorney-in-Fact for Vinayak Ratnakar Pai		04/30/2019
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(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.

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