FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

ZABLE WALTER C
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                      __ X __ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Exec. Chairman of the Board
(Last)          (First)          (Middle)

9333 BALBOA AVENUE
3. Date of Earliest Transaction (MM/DD/YYYY)

6/22/2015
(Street)

SAN DIEGO, CA 92123
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   6/22/2015     S (1)    33053   D $49.0232   (2) 2344837   I   The Walter C. Zable Trust U/A/D 2/7/06   (5)
Common Stock   6/23/2015     S (1)    70000   D $49.6283   (3) 2274837   I   The Walter C. Zable Trust U/A/D 2/7/06   (5)
Common Stock   6/24/2015     S (1)    31400   D $49.8282   (4) 2243437   I   The Walter C. Zable Trust U/A/D 2/7/06   (5)
Common Stock                  229297   I   Zable Survivors Trust   (6)
Common Stock                  187370   I   Zable QTIP Marital Trust   (6)
Common Stock                  32593   I   Reverse QTIP Marital Trust   (6)
Common Stock                  16108   I   Zable NonQTIP Marital Trust   (6)
Common Stock                  164229   I   Trusts for Reporting Person's Children   (7)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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

Explanation of Responses:
( 1)  These sales were made pursuant to a 10b5-1 trading plan adopted by the Reporting Person on May 21, 2015, for the purpose of diversification. It is the current intent of the Reporting Person to sell shares in an amount not to exceed 750,000 shares total.
( 2)  The share price noted represents the weighted average price per share, with sales ranging from $48.79 to $49.43.
( 3)  The share price noted represents the weighted average price per share with sales ranging from $48.87 to $49.93.
( 4)  The share price noted represents the weighted average price per share with sales ranging from $49.55 to $49.925.
( 5)  The Walter C. Zable Trust U/A/D for which the Reporting Person is Trustee.
( 6)  The reported securities are owned by the named trusts of which the Reporting Person is co-trustee. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
( 7)  The reported securities are held in 3 trusts for the Reporting Person's children, for which the Reporting Person is Trustee.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
ZABLE WALTER C
9333 BALBOA AVENUE
SAN DIEGO, CA 92123
X X Exec. Chairman of the Board

Signatures
Angela L. Hartley, Attorney-in-fact for Walter C. Zable 6/24/2015
** 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 control number.
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