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
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response...
0.5                       
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 *

Williams Rhys V
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)
VP, Treasurer
(Last)          (First)          (Middle)

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

11/29/2019
(Street)

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

12/3/2019 
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

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 Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Unit  (1)11/29/2019  A   1240     (2) (2)Common Stock 1240 $0 1240 D  
Restricted Stock Unit  (1)11/29/2019  A   924     (3) (3)Common Stock 924 $0 924 D  
Restricted Stock Unit  (1)11/29/2019  A   924     (4) (4)Common Stock 924 $0 924 D  

Explanation of Responses:
(1) Each restricted stock unit ("RSU") represents a contingent right to receive one share of CUB common stock.
(2) The time-based RSUs vest in three equal installments on each of October 1, 2020, 2021 and 2022, subject to the Reporting Person's continued service 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 sharesand accrued dividends will be delivered to the Reporting Person following each vesting date.
(3) 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 onSeptember 30, 2022, subject to the Reporting Person's continued service with CUB through such vesting date, except as otherwise provided in the applicable RSU agreement. The RSUs vest based 50% onsales growth and 50% on EBITDA growth, adjusted for a Total Shareholder Return factor, achieved by CUB during such performance period. Dividend equivalent rights accrue with respect to the RSUs whenand 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 thevesting date.
(4) The time-based RSUs vest in three equal installments on each of October 1, 2020, 2021 and 2022, subject to the Reporting Person's continued service with CUB through such date.Dividend equivalent rightsaccrue 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 sharesand accrued dividends will be delivered tothe Reporting Person following each vesting date.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Williams Rhys V
9333 BALBOA AVE
SAN DIEGO, CA 92123


VP, Treasurer

Signatures
Heidi Runge, Attorney-in-fact for Rhys V. Williams12/6/2019
**Signature of Reporting PersonDate

Cubic (NYSE:CUB)
Historical Stock Chart
From Jun 2020 to Jul 2020 Click Here for more Cubic Charts.
Cubic (NYSE:CUB)
Historical Stock Chart
From Jul 2019 to Jul 2020 Click Here for more Cubic Charts.