Feldmann Bradley H Form 4 CUBIC / BRADLEY H FELDMANN ownership change

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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

FELDMANN BRADLEY H

(Last) (First) (Middle)

9333 BALBOA AVENUE

(Street)

SAN DIEGO CA 92123

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CUBIC CORP /DE/ [ CUB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President/CEO

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2016

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	10/01/2016		M		21,991(1)	A	(1)	33,274	D
Common Stock	10/01/2016		F		9,998(2)	D	$46.81	23,276	D
Common Stock								3,050	I	Feldmann IRA(3)
Common Stock								1,243.5154	I	Cubic 401(k)(4)
Common Stock								33	I	The Feldmann Family Trust DTD 04-20-12(5)

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
Restricted Stock Units	(1)	10/01/2016		M			3,325	(6)	(6)	Common Stock	3,325	(1)	3,324	D
Restricted Stock Units	(1)	10/01/2016		M			2,273	(7)	(7)	Common Stock	2,273	(1)	2,271	D
Restricted Stock Units	(1)	10/01/2016		M			7,712	(8)	(8)	Common Stock	7,712	(1)	0	D
Restricted Stock Units	(1)	10/01/2016		M			3,899	(9)	(9)	Common Stock	3,899	(1)	7,795	D
Restricted Stock Units	(1)	10/01/2016		M			4,782	(10)	(10)	Common Stock	4,782	(1)	14,344	D

Explanation of Responses:

1. Reflects the issuance of CUB common stock upon vesting of restricted stock units ("RSUs"). Each RSU granted at that time represented a contingent right to receive one share of CUB stock.

2. Shares withheld by CUB to satisfy the minimum statutory tax withholding obligations that arose upon the vesting of the RSUs.

3. Represents shares held by the PTC Cust Rollover FBO Bradley Feldmann, of which the Reporting Person is the sole owner with full voting and disposition rights.

4. Represents shares held by the Reporting Person's 401(k).

5. The Feldmann Family Trust DTD 04-20-2012, of which the Reporting Person and his spouse are co-trustees with full voting and disposition rights.

6. This is the third of 4 vesting installments of RSUs granted to the Reporting Person on July 1, 2014. The remaining 3,324 shares from such grant shall vest on October 1, 2017, subject to the Reporting Person's continuous service through each application vesting date.

7. This is the third of 4 vesting installments of RSUs granted to the Reporting Person on December 12, 2013. The remaining 2,271 shares from such grant shall vest on October 1, 2017, subject to the Reporting Person's continuous service through each application vesting date.

8. This is the fourth and final of 4 vesting installments of RSUs granted to the Reporting Person on March 21, 2013.

9. This is the second of 4 vesting installments of RSUs granted to the Reporting Person on November 6, 2014. The remaining 7795 shares from such grant shall vest in 2 equal installments on October 1, 2017 and 2018, subject to the Reporting Person's continuous service through such application vesting date.

10. This is the first of 4 vesting installments of RSU's granted to the Reporting Person on November 6, 2015. The remaining 14,344 shares from such grant shall vest in 3 equal installments on October 1, 2017, 2018 and 2019, subject to the Reporting Person's continuous service through each application vesting date.

	Angela L. Hartley, Attorney-in-fact for, Bradley H. Feldmann	10/04/2016
	** 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 Number.