Mark Harrison Form 4 CUBIC / MARK HARRISON 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

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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^*

HARRISON MARK

(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)
SVP/Chief Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2020

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	10/01/2020		M		4,880	A	(1)	4,880	D
Common Stock	10/01/2020		F		2,402(2)	D	$57.54	0(3)	D
Common Stock								11,344(3)	I	The Harrison Living Trust 2008(4)
Common Stock								219.3591	I	Cubic 401(k)(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)	10/01/2020		M			813	(6)	(6)	Common Stock	813	(1)	0	D
Restricted Stock Units	(1)	10/01/2020		M			528	(7)	(7)	Common Stock	528	(1)	0	D
Restricted Stock Units	(1)	10/01/2020		M			611	(8)	(8)	Common Stock	611	(1)	610	D
Restricted Stock Units	(1)	10/01/2020		M			683	(9)	(9)	Common Stock	683	(1)	1,363	D
Restricted Stock Units	(1)	10/01/2020		M			980	(10)	(10)	Common Stock	980	(1)	1,959	D
Restricted Stock Units	(1)	10/01/2020		M			1,265	(11)	(11)	Common Stock	1,265	(1)	2,528	D

Explanation of Responses:

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

2. Consists of shares withheld by the issuer to satisfy the reporting person's tax withholding obligation upon the vesting of restricted stock units.

3. The balances reflect the transfer of the shares remaining following the forfeiture of shares to satisfy tax withholding upon vesting to the reporting person's indirect Harrison Living Trust 2008 holdings.

4. Represents shares held in the Harrison Living Trust 2008, a trust for which Reporting Person and his spouse are Co-Trustees with full voting and dispositive rights.

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

6. This is the fourth of four vesting installments of RSUs granted to Reporting Person on November 14, 2016.

7. This is the fourth of four vesting installments of RSUs granted to Reporting Person on July 17, 2017.

8. This is the third of four vesting installments of RSUs granted to Reporting Person on November 27, 2017. The remaining 610 Shares from such grant shall vest on October 1, 2021, subject to Reporting Person's continuous service through each application vesting date.

9. This is the second of four vesting installments of RSUs granted to Reporting Person on November 21, 2018. The remaining 1,363 shares from such grant shall vest in two equal installments on each of October 1, 2021 and 2022, subject to Reporting Person's continuous service through each application vesting date.

10. This is the first of three vesting installments of RSUs granted to Reporting Person on November 29, 2019. The remaining 1,959 shares from such grant shall vest in two equal installments on each of October 1, 2021 and 2022, subject to Reporting Person's continuous service through each application vesting date.

11. This is the first of three vesting installments of RSUs granted to Reporting Person on November 29, 2019. The remaining 2,528 shares from such grant shall vest in two equal installments on each of October 1, 2021 and 2022, subject to Reporting Person's continuous service through each application vesting date.

	Hilary L. Hageman, Attorney-in-fact for Mark A. Harrison	10/05/2020
	** 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).
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