Sec Form 4 Filing - ZABLE WALTER C @ CUBIC CORP /DE/ - 2015-10-28

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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person ZABLE WALTER C 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 _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Exec. Chairman of the Board (Last) (First) (Middle) 9333 BALBOA AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 10/28/2015 (Street) SAN DIEGO, CA92123 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 10/28/2015 S( 1 ) 50,000 D $ 44.76 1,830,169 I The Walter C. Zable Trus U/A/D 2/7/06 ( 2 ) Common Stock 958 D Common Stock 229,297 I Zable Survivors Trust ( 3 ) Common Stock 187,370 I Zable QTIP Marital Trust ( 3 ) Common Stock 32,593 I Reverse QTIP Marital Trust ( 3 ) Common Stock 16,108 I Zable NonQTIP Marital Trust ( 3 ) Common Stock 164,229 I Trusts for Reporting Person's Children ( 4 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially O wned ( 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other ZABLE WALTER C 9333 BALBOA AVENUE SAN DIEGO, CA92123 X Exec. Chairman of the Board Signatures Angela L. Hartley, Attorney-in-fact for Walter C. Zable 10/29/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These sales were made pursuant to a 10b-5 trading plan adopted by the Reporting Person on May 21, 2015, for the purpose of diversification. ( 2 )The Walter C. Zable Trust U/A/D for which the Reporting Person is Trustee. ( 3 )The reported securities are owned by the named trusts of which the Reporting Person is co-trustee. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. ( 4 )The reported securities are held in 3 trusts for the Reporting Persons children, for which the Reporting Person is Trustee.

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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