Amended Statement of Changes in Beneficial Ownership (4/a)
December 11 2019 - 3:59PM
Edgar (US Regulatory)
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
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1. Name and Address of Reporting Person
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Aga Anshooman |
2. Issuer Name and Ticker or Trading Symbol
CUBIC CORP /DE/
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CUB
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP/CFO |
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(Last)
(First)
(Middle)
9333 BALBOA AVE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
11/29/2019 |
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(Street)
SAN DIEGO, CA 92123
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
12/2/2019 |
6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock | 11/29/2019 | | P | | 400 | A | $59.5438 (1) | 3324 (2) | D | |
| Common Stock | 11/29/2019 | | P | | 127.5596 | A | $59.58 | 250.394 | I | Cubic 401(k) (3) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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 |
| Restricted Stock Unit | (4) | 11/29/2019 | | A | | 13064 | | (5) | (5) | Common Stock | 13064 | $0 | 13064 | D | |
| Restricted Stock Unit | (4) | 11/29/2019 | | A | | 13064 | | (6) | (6) | Common Stock | 13064 | $0 | 13064 | D | |
| Explanation of Responses: |
| (1) | Represents the weighted average sale price for the entire number of shares sold. The sale prices range from $59.5215 to $59.566 per share. Information on the actual number of shares sold ateach sale price can be obtained from Issuer upon request. |
| (2) | Amount reflects updated amount of shares held directly by Reporting Person. October 1, 2018 Form 4 incorrectly listed shares as acquired when they were disposed of. This number correctlyreflects the number of shares directly held by Reporting Person. |
| (3) | Represents shares held by the Reporting Person's 401(k). |
| (4) | Each restricted stock unit ("RSU") represents a contingent right to receive one share of CUB common stock. |
| (5) | 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 periodending on September 30, 2022, subject to the Reporting Person's continued service with CUB through such vesting date. |
| (6) | The time-based RSUs vest in three equal installments on each of October 1, 2020, 2021, and 2022 subject to Reporting Person's continued service with CUB through such date. Dividendequivalent 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 accrueddividends will be delivered to the Reporting Person following each vesting date. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Aga Anshooman
9333 BALBOA AVE
SAN DIEGO, CA 92123 |
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| EVP/CFO |
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Signatures
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| Heidi Runge, Attorney-in-fact for Anshooman Aga | | 12/10/2019 |
| **Signature of Reporting Person | Date |
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