SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Arnette Stephen A
(Last) (First) (Middle)
1999 BRYAN STREET, SUITE 3500
(Street)
DALLAS TX 75201
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
JACOBS SOLUTIONS INC. [ J ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
EXECUTIVE VICE PRESIDENT
3. Date of Earliest Transaction (Month/Day/Year)
09/18/2024
4. If Amendment, Date of 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
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)
Code V Amount (A) or (D) Price
Common Stock 09/18/2024 M(1) 422(2) A (1) 24,307 D
Common Stock 09/18/2024 M(1) 338(3) A (1) 24,645 D
Common Stock 09/18/2024 M(4) 1,010(5) A (4) 25,655 D
Common Stock 09/18/2024 M(4) 807(6) A (4) 26,462 D
Common Stock 09/18/2024 M(7) 1,400(8) A (7) 27,862 D
Common Stock 09/18/2024 M(7) 1,748(9) A (7) 29,610 D
Common Stock 09/18/2024 M(10) 989(11) A (10) 30,599 D
Common Stock 09/18/2024 M(10) 1,044(12) A (10) 31,643 D
Common Stock 09/18/2024 F 1,651(13) D $145.54 29,992 D
Common Stock 09/18/2024 F 2,908(14) D $145.54 27,084 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 (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 Securities Underlying Derivative Security (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: 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
Performance Stock Units $0.00(15) 09/18/2024 M(1) 422(2) (16) (16) Common Stock 422(2) (1) 0 D
Performance Stock Units $0.00(15) 09/18/2024 M(1) 338(3) (16) (16) Common Stock 338(3) (1) 0 D
Performance Stock Units $0.00(15) 09/18/2024 M(4) 1,010(5) (16) (16) Common Stock 1,010(5) (4) 0 D
Performance Stock Units $0.00(15) 09/18/2024 M(4) 807(6) (16) (16) Common Stock 807(6) (4) 0 D
Performance Stock Units $0.00(15) 09/18/2024 M(7) 1,400(8) (16) (16) Common Stock 1,400(8) (7) 0 D
Performance Stock Units $0.00(15) 09/18/2024 M(7) 1,748(9) (16) (16) Common Stock 1,748(9) (7) 0 D
Performance Stock Units $0.00(15) 09/18/2024 M(10) 989(11) (16) (16) Common Stock 989(11) (10) 0 D
Performance Stock Units $0.00(15) 09/18/2024 M(10) 1,044(12) (16) (16) Common Stock 1,044(12) (10) 0 D
Explanation of Responses:
1. Represents distribution of Jacobs common stock upon vesting of performance stock units awarded on November 17, 2021 pursuant to the Jacobs Stock Incentive Plan.
2. The number of performance stock units that vested, and therefore the number of shares of Jacobs common stock issued upon vesting, represents 63.2% of the number of performance stock units originally awarded on November 17, 2021, based on the Company's earnings per share ("EPS") growth over the three-year performance period, with such percentages determined in accordance with the Employee Matters Agreement (the "EMA"), dated November 20, 2023, entered into by and between the issuer, Amazon Holdco Inc., and Amentum Parent Holdings LLC ("Amentum") in connection with the spin-off distribution of the issuer's Critical Mission Solutions and Cyber & Intelligence government services businesses and the merger of these businesses with Amentum (the "Transaction"). Per the EMA, performance stock units scheduled to vest in November 2024 received service credit for the full performance period.
3. The number of performance stock units that vested, and therefore the number of shares of Jacobs common stock issued upon vesting, represents 50.5% of the number of performance stock units originally awarded on November 17, 2021 based on the Company's average return on invested capital ("ROIC") over the three-year performance period, with such percentage determined in accordance with the EMA entered into by the issuer, Amazon Holdco Inc., and Amentum in connection with the Transaction. Per the EMA, performance stock units scheduled to vest in November 2024 received service credit for the full performance period.
4. Represents distribution of Jacobs common stock upon vesting of performance stock units awarded on March 2, 2022 pursuant to the Jacobs Stock Incentive Plan.
5. The number of performance stock units that vested, and therefore the number of shares of Jacobs common stock issued upon vesting, represents 63.2% of the number of performance stock units originally awarded on March 2, 2022, based on the Company's EPS growth over the three-year performance period, with such percentages determined in accordance with the EMA entered into by the issuer, Amazon Holdco Inc., and Amentum in connection with the Transaction. Per the EMA, performance stock units scheduled to vest in November 2024 received service credit for the full performance period.
6. The number of performance stock units that vested, and therefore the number of shares of Jacobs common stock issued upon vesting, represents 50.5% of the number of performance stock units originally awarded on March 2, 2022 based on the Company's average ROIC over the three-year performance period, with such percentage determined in accordance with the EMA entered into by the issuer, Amazon Holdco Inc., and Amentum in connection with the Transaction. Per the EMA, performance stock units scheduled to vest in November 2024 received service credit for the full performance period.
7. Represents distribution of Jacobs' common stock upon vesting of performance stock units awarded on November 16, 2022 pursuant to pursuant to the Jacobs Stock Incentive Plan.
8. The number of performance stock units that vested, and therefore the number of shares of Jacobs common stock issued upon vesting, represents 72.9% of the number of performance stock units originally awarded on November 16, 2022, based on the Company's EPS growth over the three-year performance period, with such percentages determined in accordance with the EMA entered into by the issuer, Amazon Holdco Inc., and Amentum in connection with the Transaction. Per the EMA, performance stock units scheduled to vest in November 2025 received service credit for two-thirds of the performance period.
9. The number of performance stock units that vested, and therefore the number of shares of Jacobs common stock issued upon vesting, represents 91.0% of the number of performance stock units originally awarded on November 16, 2022 based on the Company's average ROIC over the three-year performance period, with such percentage determined in accordance with the EMA entered into by the issuer, Amazon Holdco Inc., and Amentum in connection with the Transaction. Per the EMA, performance stock units scheduled to vest in November 2025 received service credit for two-thirds of the performance period.
10. Represents distribution of Jacobs common stock upon vesting of performance stock units awarded on November 15, 2023 pursuant to the Jacobs Stock Incentive Plan.
11. The number of performance stock units that vested, and therefore the number of shares of Jacobs common stock issued upon vesting, represents 90.3% of the number of performance stock units originally awarded on November 15, 2023, based on the Company's EPS growth over the three-year performance period, with such percentages determined in accordance with the EMA entered into by the issuer, Amazon Holdco Inc., and Amentum in connection with the Transaction. Per the EMA, performance stock units scheduled to vest in November 2026 received service credit for one-third of the performance period.
12. The number of performance stock units that vested, and therefore the number of shares of Jacobs common stock issued upon vesting, represents 95.4% of the number of performance stock units originally awarded on November 15, 2023 based on the Company's average ROIC over the three-year performance period, with such percentage determined in accordance with the EMA entered into by the issuer, Amazon Holdco Inc., and Amentum in connection with the Transaction. Per the EMA, performance stock units scheduled to vest in November 2026 received service credit for one-third of the performance period.
13. Represents number of shares of Jacobs common stock tendered for tax withholding upon vesting of restricted stock units pursuant to the pursuant to Jacobs Stock Incentive Plan.
14. Represents number of shares of Jacobs common stock tendered for tax withholding on distribution of Jacobs common stock upon vesting of performance stock units.
15. Each performance stock unit represented a contingent right to receive one share of Jacobs common stock.
16. The performance stock units vested on September 18, 2024.
/s/ Justin Johnson, Attorney-in-Fact for Arnette Stephen A 09/20/2024
** 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).
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