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Form 4 CUBIC CORP /DE/ For: Nov 10 Filed by: ZABLE WALTER C

November 30, 2016 6:45 PM EST
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
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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 *
ZABLE WALTER C
(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)
Chairman of the Board
3. Date of Earliest Transaction (Month/Day/Year)
11/10/2016
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 11/28/2016 11/28/2016 G   10,368 D (1) 1,766,110 I The Walter C. Zable Trust U/A/D 2/7/06 (2)
Common Stock               24,351 I W. Zable GST Trust (3)
Common Stock               164,229 I Trusts for Reporting Person's Children (4)
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 Unit (5) 11/28/2016 11/28/2016 A   1,629     (6)   (6) Common Stock 1,629 $ 0 1,629 D  
Explanation of Responses:
1. Transfer of shares to The Walter C. and Stefanie A. Zable Family Foundation, a charitable trust for which the Reporting Person is Trustee with voting and investment power, but no pecuniary interest.
2. The Walter C. Zable Trust U/A/D for which the Reporting Person is sole trustee.
3. Zable GST Trust FBO Walter C. Zable dtd 9/18/78 and restated 6/12/07, for which Reporting Person is sole trustee.
4. The reported securities are held in 3 trusts for the Reporting Person's children, for which Reporting Person is sole trustee.
5. Each restricted stock unit ("RSU") represents a contingent right to receive one share of CUB common stock.
6. The time-based RSUs vest in two equal installments on each of October 1, 2017 and 2018, subject to the Reporting Person's continued service as a director with CUB through such date. Dividend equivalent rights accrue with respect to the RSUs when and as dividends are paid on CUB common stock and vest proportionately with the RSUs to which they relate. Vested shares and accrued dividends will be delivered to the reporting person following each vesting date.
Angela L. Hartley, Attorney-in-fact for Walter C. Zable 11/30/2016
** 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.

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