SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* ZABLE WALTER C (Last) (First) (Middle) 9333 BALBOA AVENUE (Street) SAN DIEGO CA 92123 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol CUBIC CORP /DE/ [ CUB ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner X Officer (give title below) Other (specify below) Exec. Chairman of the Board
	3. Date of Earliest Transaction (Month/Day/Year) 10/01/2013
	4. If Amendment, Date of Original Filed (Month/Day/Year)	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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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	10/01/2013		M		1,714(1)	A	$53.78	1,714	D
Common Stock	10/01/2013		A		3(2)	A	$53.78	1,717	D
Common Stock	10/01/2013		F		647	D	$53.78	1,070	D
Common Stock								229,297	I	Zable Survivors Trust(4)
Common Stock								187,370	I	Zable QTIP Marital Trust(4)
Common Stock								32,593	I	Zable Reverse QTIP Marital Trust(4)
Common Stock								16,108	I	Zable Non QTIP Marital Trust(4)
Common Stock								232,746	I	Trusts for Reporting Persons' Children(5)
Common STock								2,306,761	I	The Walter C. Zable Trust U/A/D 2/7/06(6)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: 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 Units	(1)	10/01/2013		M			1,714	(3)	(3)	Common Stock	1,714	(1)	1,714	D

Explanation of Responses:

1. Reflects the issuance of shares of CUB common stock upon vesting of the first installment of restricted stock units ("RSUs") granted on March 21, 2013. Each RSU granted at that time represented a contingent right to receive one share of CUB common stock.

2. Represents shares issued in respect of dividends that accrued on the shares issuable upon vesting of the RSUs on October 1, 2013, as reported in line 1 of this Form 4. The number of shares of CUB common stock issuable to the Reporting Person was determined on October 1, 2013, based on the aggregate cash dividends declared on CUBs common stock while such RSUs were outstanding, divided by $53.78, representing the closing price per share of CUB common stock on October 1, 2013. Fractional shares that would have been issued based on such calculation have been rounded down.

3. This is the first of two (2) vesting installment of RSUs granted to the Reporting on March 21, 2013. The remaining 1,714 shares from such grant shall vest on October 1, 2014, subject to the Reporting Person's continuous service thrugh each application vesting date.

4. The reported securities are owned by the named trusts of which the Reporting Person is co-trustee of both trusts. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

5. The reported securities are held in 3 trusts for the Reporting Person's children, for which the Reporting Person is Trustee.

6. The Walter C. Zable Trust U/A/D 2/7/06, for which the Reporting Person is Trustee.

	Angela L. Hartley, Attorney-in-fact for Walter C. Zable	10/03/2013
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.