Amended Statement of Changes in Beneficial Ownership (4/a)
December 12 2019 - 5:32PM
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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3235-0287
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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
*
HARRISON MARK |
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)
SVP/Controller |
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(Last)
(First)
(Middle)
9333 BALBOA AVENUE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
10/1/2019 |
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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)
10/3/2019 |
6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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 | 10/1/2019 | | M | | 3456 | A | (1) | 5280 | D | |
| Common Stock | 10/1/2019 | | F(2) | | 1672 | D | $67.55 | 3608 | D | |
| Common Stock | | | | | | | | 217.5931 | I | Cubic 401(k) (3) |
| Common Stock | | | | | | | | 6258 | I | The Harrison Living Trust 2008 (4) |
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 | (1) | 10/1/2019 | | M | | | 819 | (5) | (5) | Common Stock | 819 | (1) | 0 | D | |
| Restricted Stock Unit | (1) | 10/1/2019 | | M | | | 815 | (6) | (6) | Common Stock | 815 | (1) | 813 | D | |
| Restricted Stock Unit | (1) | 10/1/2019 | | M | | | 528 | (7) | (7) | Common Stock | 528 | (1) | 528 | D | |
| Restricted Stock Unit | (1) | 10/1/2019 | | M | | | 611 | (8) | (8) | Common Stock | 611 | (1) | 1221 | D | |
| Restricted Stock Unit | (1) | 10/1/2019 | | M | | | 683 | (9) | (9) | Common Stock | 683 | (1) | 2046 | D | |
| Explanation of Responses: |
| (1) | Reflects the issuance of CUB common stock upon vesting of restricted stock units ("RSUs"). Each RSU granted at that time represented a contingent right to receive one share of CUB stock. |
| (2) | Shares withheld by CUB to satisfy the minimum statutory tax withholding obligations that arose upon the vesting of the RSUs. |
| (3) | Represents Shares held by Reporting Person's 401(k). |
| (4) | Represents Shares held in the Harrison Living Trust 2008, a trust for which Reporting Person and his spouse are Co-Trustees with full voting and dispositive rights. |
| (5) | This is the fourth and final vesting installment of RSUs granted to Reporting Person on November 6, 2015. |
| (6) | This is the third of four vesting installments of RSUs granted to Reporting Person on November 14, 2016. The remaining 814 shares from such grant will vest October 1, 2020, subject toReporting Person's continuous service through each application vesting date. |
| (7) | This is the third of four vesting installments of RSUs granted to Reporting Person on July 17, 2017. The remaining 528 shares from such grant will vest October 1, 2020, subject toReporting Person's continuous service through each application vesting date. |
| (8) | This is the second of four vesting installments of RSUs granted to Reporting Person on November 27, 2017. The Remaining 1,221 Shares from such grant shall vest in two equalinstallments on October 1, 2020 and 2021, subject to Reporting Person's continuous service through each application vesting date. |
| (9) | This is the first of four vesting installments of RSUs granted to Reporting Person on November 21, 2018. The remaining 2,046 shares from such grant shall vest in 3 equal installments onOctober 1, 2020, 2021, and 2022, subject to Reporting Person's continuous service through each application vesting date. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
HARRISON MARK
9333 BALBOA AVENUE
SAN DIEGO, CA 92123 |
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| SVP/Controller |
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Signatures
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| Heidi Runge, Attorney-in-fact for Mark A. Harrison | | 12/12/2019 |
| **Signature of Reporting Person | Date |
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