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 *

LOWINGER JEFFREY B.
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)
President, CTS - SVP, CORP
(Last)          (First)          (Middle)

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

5/14/2020
(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 5/14/2020  P  1500 A$32.5939 (1)24183 (2)D  

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

Explanation of Responses:
(1) Represents the weighted average purchase price for the entire number of shares purchased. The purchase prices range from $32.57 to $32.60 per share. Information on the actual number of shares purchased at each purchase price can be obtained from Issuer upon request.
(2) 22,683 of the reported shares are RSUs. The RSUs vest in three equal annual installments on October 1, 2020, 2021, and 2022, subject to Reporting Person's continuous service through each applicable vesting date. Vested shares will be delivered to the Reporting Person following each vesting date.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
LOWINGER JEFFREY B.
9333 BALBOA AVENUE
SAN DIEGO, CA 92123


President, CTS - SVP, CORP

Signatures
/s/ Hilary L. Hageman, Attorney-in-fact for Jeffrey B. Lowinger5/18/2020
**Signature of Reporting PersonDate

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