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* HARRISON MARK (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) Director 10% Owner X Officer (give title below) Other (specify below) SVP/Controller
	3. Date of Earliest Transaction (Month/Day/Year) 10/01/2018
	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	10/01/2018		M		3,553(1)	A	(1)	3,553	D
Common Stock	10/01/2018		F		1,729(2)	D	$72.29	1,824	D
Common Stock								6,258	I	The Harrison Living Trust 2008(3)
Common Stock								50.0047	I	Cubic 401(k)(4)

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)	10/01/2018		M			779	(5)	(5)	Common Stock	779	(1)	0	D
Restricted Stock Units	(1)	10/01/2018		M			820	(6)	(6)	Common Stock	820	(1)	819	D
Restricted Stock Units	(1)	10/01/2018		M			815	(7)	(7)	Common Stock	815	(1)	1,628	D
Restricted Stock Units	(1)	10/01/2018		M			528	(8)	(8)	Common Stock	528	(1)	1,056	D
Restricted Stock Units	(1)	10/01/2018		M			611	(9)	(9)	Common Stock	611	(1)	1,832	D

Explanation of Responses:

1. Reflects the issuance of CUB common stock upon vesting of restricted stock units ("RSUs"). Each RSU grated 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 in Harrison Living Trust 2008, a trust for which Reporting Person and his spouse are co-trustees with full voting and dispositive rights.

4. Represents shares held by the Reporting Person's 401(k).

5. This is the fourth and final of 4 vesting installments of RSU's granted to the Reporting Person on November 6, 2014.

6. This is the third of 4 vesting installments of RSUs granted to the Reporting Person on November 6, 2015. The remaining 819 shares from such grant shall vest in 1 final installment on October 1, 2019, subject to the Reporting Person's continuous service through such application vesting date.

7. This is the second of 4 vesting installments of RSUs granted to the Reporting Person on November 14, 2016. The remaining 1628 shares from such grant shall vest in 2 equal installments on October 1, 2019 and 2020, subject to the Reporting Person's continuous service through each application vesting date.

8. This is the second of 4 vesting installments of RSUs granted to the Reporting Person on July 17, 2017. The remaining 1056 shares from such grant shall vest in 2 equal installments on October 1, 2019 and 2020, subject to the Reporting Person's continuous service through each application vesting date.

9. This is the first of 4 vesting installments of RSU's granted to the Reporting Person on November 27, 2017. The remaining 1832 shares from such grant shall vest in 3 equal installments on October 1, 2019, 2020 and 2021, subject to the Reporting Person's continuous service through each application vesting date.

	Claudia M. Strup, Attorney-in-fact for Mark A. Harrison	10/03/2018
	** 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).
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