Statement of Changes in Beneficial Ownership (4)
May 25 2021 - 5:28PM
Edgar (US Regulatory)
FORM 4
[X]
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
*
FELDMANN BRADLEY H |
2. Issuer Name and Ticker or Trading Symbol
CUBIC CORP /DE/
[
CUB
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chairman/President/CEO |
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(Last)
(First)
(Middle)
9233 BALBOA AVENUE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/25/2021 |
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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)
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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 | 5/25/2021 | | D(1) | | 138074 | D | $75.00 | 0 | D | |
| Common Stock | 5/25/2021 | | D(1) | | 1547.0838 | D | $75.00 | 0 | I | 401(k) |
| Common Stock | 5/25/2021 | | D(1) | | 5114.973 | D | $75.00 | 0 | I | Feldmann IRA |
| Common Stock | 5/25/2021 | | D(1) | | 33 | D | $75.00 | 0 | I | The Feldmann Family Trust DTD 04-20-12 |
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 |
| Performance Restricted Stock Units | (2) | 5/25/2021 | | D (1) | | | 31182 | (2) | (2) | Common Stock | 31182 | (2) | 0 | D | |
| Performance Restricted Stock Units | (2) | 5/25/2021 | | D (1) | | | 44692 | (2) | (2) | Common Stock | 44692 | (2) | 0 | D | |
| Performance Restricted Stock Units | (2) | 5/25/2021 | | D (1) | | | 39009 | (2) | (2) | Common Stock | 39009 | (2) | 0 | D | |
| Explanation of Responses: |
| (1) | Disposed of as a result of a merger pursuant to the previously announced Agreement and Plan of Merger, dated as of February 7, 2021 (as amended, the "Merger Agreement"), by and among the Issuer, Atlas CC Acquisition Corp. and Atlas Merger Sub Inc. |
| (2) | Each performance restricted stock unit ("PRSU") was cancelled pursuant to the Merger Agreement in exchange for the right to receive the cash consideration provided in the Merger Agreement (i.e., an amount equal to the product of (i) the number of PRSUs, based on the target number or the actual level earned, as applicable, multiplied by (ii) $75.00 per PRSU, less any required tax withholding). |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
FELDMANN BRADLEY H
9233 BALBOA AVENUE
SAN DIEGO, CA 92123 | X |
| Chairman/President/CEO |
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Signatures
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| Hilary L. Hageman, Attorney-in-fact for Bradley H. Feldmann | | 5/25/2021 |
| **Signature of Reporting Person | Date |
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