Sec Form 4 Filing - Arnette Stephen A @ JACOBS SOLUTIONS INC. - 2024-09-18

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
Arnette Stephen A
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
(Last) (First) (Middle)
1999 BRYAN STREET, SUITE 3500
3. Date of Earliest Transaction (MM/DD/YY)
09/18/2024
(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 09/18/2024 M( 1 ) 422 ( 2 ) A 24,307 D
Common Stock 09/18/2024 M( 1 ) 338 ( 3 ) A 24,645 D
Common Stock 09/18/2024 M( 4 ) 1,010 ( 5 ) A 25,655 D
Common Stock 09/18/2024 M( 4 ) 807 ( 6 ) A 26,462 D
Common Stock 09/18/2024 M( 7 ) 1,400 ( 8 ) A 27,862 D
Common Stock 09/18/2024 M( 7 ) 1,748 ( 9 ) A 29,610 D
Common Stock 09/18/2024 M( 10 ) 989 ( 11 ) A 30,599 D
Common Stock 09/18/2024 M( 10 ) 1,044 ( 12 ) A 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 (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
Performance Stock Units $ 0 ( 15 ) 09/18/2024 M( 1 ) 422 ( 2 ) ( 16 ) ( 16 ) Common Stock 422 ( 2 ) ( 1 ) 0 D
Performance Stock Units $ 0 ( 15 ) 09/18/2024 M( 1 ) 338 ( 3 ) ( 16 ) ( 16 ) Common Stock 338 ( 3 ) ( 1 ) 0 D
Performance Stock Units $ 0 ( 15 ) 09/18/2024 M( 4 ) 1,010 ( 5 ) ( 16 ) ( 16 ) Common Stock 1,010 ( 5 ) ( 4 ) 0 D
Performance Stock Units $ 0 ( 15 ) 09/18/2024 M( 4 ) 807 ( 6 ) ( 16 ) ( 16 ) Common Stock 807 ( 6 ) ( 4 ) 0 D
Performance Stock Units $ 0 ( 15 ) 09/18/2024 M( 7 ) 1,400 ( 8 ) ( 16 ) ( 16 ) Common Stock 1,400 ( 8 ) ( 7 ) 0 D
Performance Stock Units $ 0 ( 15 ) 09/18/2024 M ( 7 ) 1,748 ( 9 ) ( 16 ) ( 16 ) Common Stock 1,748 ( 9 ) ( 7 ) 0 D
Performance Stock Units $ 0 ( 15 ) 09/18/2024 M( 10 ) 989 ( 11 ) ( 16 ) ( 16 ) Common Stock 989 ( 11 ) ( 10 ) 0 D
Performance Stock Units $ 0 ( 15 ) 09/18/2024 M( 10 ) 1,044 ( 12 ) ( 16 ) ( 16 ) Common Stock 1,044 ( 12 ) ( 10 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Arnette Stephen A
1999 BRYAN STREET, SUITE 3500
DALLAS, TX75201
EXECUTIVE VICE PRESIDENT
Signatures
/s/ Justin Johnson, Attorney-in-Fact for Arnette Stephen A 09/20/2024
Signature of Reporting Person Date
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.

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