| 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). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol CUBIC CORP /DE/ [ CUB ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 10/01/2019 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 10/01/2019 | M | 3,166 | A | (1) | 9,207 | D | |||
| Common Stock | 5,367 | I | Edwards Family Trust DTD 8/19/96(5) | |||||||
| Common Stock | 350.3835 | I | Cubic 401(k)(6) | |||||||
| Common Stock | 167 | I | James R. Edwards Rollover IRA(7) | |||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 Unit | (1) | 10/01/2019 | M | 819 | (2) | (2) | Common Stock | 819 | (1) | 0 | D | ||||
| Restricted Stock Unit | (1) | 10/01/2019 | M | 951 | (3) | (3) | Common Stock | 951 | (1) | 948 | D | ||||
| Restricted Stock Units | (1) | 10/01/2019 | M | 713 | (4) | (4) | Common Stock | 713 | (1) | 1,425 | D | ||||
| Restricted Stock Units | (1) | 10/01/2019 | M | 683 | (8) | (8) | Common Stock | 683 | (1) | 2,046 | 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. This is the fourth and final vesting installment of RSUs granted to Reporting Person on November 6, 2015. |
| 3. This is the third of four vesting installments of RSUs granted to Reporting Person on November 14, 2016. The remaining 949 shares from such grant will vest October 1, 2020, subject to Reporting Person's continuous service through each application vesting date. |
| 4. This is the second of four vesting installments of RSUs granted to Reporting Person on November 27, 2017. The Remaining 2,138 shares from such grant shall vest in two equal installments on October 1, 2020 and 2021, subject to Reporting Person's continuous service through each application vesting date. |
| 5. The James R. Edwards and Joan M. Edwards Family Trust UA August 19, 1996, for which Reporting Person is Co-Trustee with his spouse. |
| 6. Represents Shares held by Reporting Person's 401(k). |
| 7. Represents Shares held by Reporting Person's IRA. |
| 8. This is the first of four vesting installments of RSUs granted to Reporting Person on November 21, 2018. The remaining 2,046 shares from such grant shall vest in 3 equal installments on October 1, 2020, 2021, and 2022, subject to Reporting Person's continuous service through each application vesting date. |
| Heidi Runge Attorney-in-fact for James R. Edwards | 10/03/2019 | |
| ** 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. | ||
