Cubic 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

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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^*

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)

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

3. Date of Earliest Transaction (Month/Day/Year)
11/27/2020

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	11/27/2020		A		37,675(1)	A	$0	127,461	D
Common Stock								1,547.0838(2)	I	401(k)
Common Stock								5,114.973(3)	I	Feldmann IRA
Common Stock								33(4)	I	The Feldmann Family Trust DTD 04-20-12

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	(5)	11/27/2020		A		37,675		(6)	(6)	Common Stock	37,675	$0	37,675	D

Explanation of Responses:

1. The Restricted Stock Units ("RSUs") vest in three equal annual installments on October 1, 2021, 2022, and 2023, subject to Reporting Person's continuous service through each applicable vesting date. Vested shares will be delivered to the Reporting Person following each vesting date.

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

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

4. Represents shares held by The Feldmann Family Trust DTD 04-20-2012, of which Reporting Person and his spouse are Co-Trustees with full voting and disposition rights.

5. Each RSU represents a contingent right to receive one share of CUB common stock.

6. The performance-based RSUs vest on the date the Board of Directors certifies CUB's sales growth, EBITDA growth, and Total Shareholder Return for the three-year performance period ending on September 30, 2023, subject to the Reporting Person's continued service with CUB through such vesting date.

	Hilary L. Hageman, Attorney-in-fact for Bradley H. Feldmann	12/01/2020
	** 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).
** 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.
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