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 or

Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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1. Name and Address of Reporting Person *

2. Issuer Name and Ticker or Trading Symbol

5. Relationship of Reporting Person(s) to Issuer

(Check all applicable)

DAVIDSON ROBERT C JR

JACOBS ENGINEERING GROUP INC

__X__ Director

_____ 10% Owner

/DE/ [ J ]

_____ Officer (give title below) _____ Other (specify below)

(Last)

(First)

(Middle)

3. Date of Earliest Transaction (MM/DD/YYYY)

1999 BRYAN STREET, SUITE 1200

2/7/2020

(Street)

4. If Amendment, Date Original Filed (MM/DD/YYYY) 6. Individual or Joint/Group Filing (Check Applicable Line)

DALLAS, TX 75201

_X _ Form filed by One Reporting Person

(City)

(State)

(Zip)

___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security

2. Trans. Date

2A. Deemed

3. Trans. Code

4. Securities Acquired (A)

5. Amount of Securities Beneficially Owned

6.

7. Nature

(Instr. 3)

Execution

(Instr. 8)

or Disposed of (D)

Following Reported Transaction(s)

Ownership

of Indirect

Date, if any

(Instr. 3, 4 and 5)

(Instr. 3 and 4)

Form:

Beneficial

Direct (D)

Ownership

or Indirect

(Instr. 4)

(A) or

(I) (Instr.

Code

V

Amount

(D)

Price

4)

Common Stock

2/7/2020

M

3500 (1)

A

$38.61

36688

D

Common Stock

2/7/2020

S

3500

D

$96.00

33188

D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivate

2.

3. Trans.

3A. Deemed

4. Trans. Code

5. Number of

6. Date Exercisable and

7. Title and Amount of

8. Price of

9. Number of

10.

11. Nature

Security

Conversion

Date

Execution

(Instr. 8)

Derivative Securities

Expiration Date

Securities Underlying

Derivative

derivative

Ownership

of Indirect

(Instr. 3)

or Exercise

Date, if any

Acquired (A) or

Derivative Security

Security

Securities

Form of

Beneficial

Price of

Disposed of (D)

(Instr. 3 and 4)

(Instr. 5)

Beneficially

Derivative

Ownership

Derivative

(Instr. 3, 4 and 5)

Owned

Security:

(Instr. 4)

Security

Following

Direct (D)

Amount or

Date

Expiration

Reported

or Indirect

Code

V

(A)

(D)

Exercisable

Date

Title

Number of

Transaction(s)

(I) (Instr.

Shares

(Instr. 4)

4)

Stock Option

$38.61

2/7/2020

M

3500

(2)

3/1/2020

Common

3500

$0.00

0

D

Stock

Explanation of Responses:

  1. Represents shares of JEC common stock issued upon the exercise of outstanding options. The aggregate exercise price was paid in cash.
  2. Stock options are fully vested.

Reporting Owners

Reporting Owner Name / Address

Relationships

Director

10% Owner

OfficerOther

DAVIDSON ROBERT C JR

1999 BRYAN STREET, SUITE 1200

X

DALLAS, TX 75201

Signatures

Justin Johnson - Attorney-in-Fact for Robert C. Davidson, Jr.

2/11/2020

**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).
    Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

ROBERT C. DAVIDSON POA EXHIBIT 24

Jacobs Engineering Group Inc /de/ Power of Attorney

for Executing Forms 3, 4 and 5

Know all by these presents, that the undersigned, hereby constitutes and appoints each of Kevin Berryman, Mike Tyler, and Justin Johnson, signing singly, the undersigned's true and lawful attorney-in-fact to:

  1. execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Jacobs Engineering Group Inc /de/ (the "Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder; and any other forms or reports the undersigned may be required to file in connection with the undersigned's ownership, acquisition or disposition of securities of the Company;
  2. do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete, execute and file any such Form 3, 4 or 5, or other form or report, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and
  3. take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such information, terms and conditions as such attorney-in-fact may authorize or approve in such attorney-in-fact's discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in- fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of November 12, 2019.

/s/ Robert C. Davidson Robert C. Davidson

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Jacobs Engineering Group Inc. published this content on 11 February 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 12 February 2020 00:38:07 UTC