Sec Form 4 Filing - Twyman Michael R. @ CUBIC CORP /DE/ - 2018-10-01

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Twyman Michael R. 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, CMS (Last) (First) (Middle) 9333 BALBOA AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 10/01/2018 (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 10/01/2018 M 5,041 ( 1 ) A 15,538 D Common Stock 10/01/2018 F 1,737 ( 2 ) A $ 72.29 13,801 D

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 (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 Restricted Stock Units ( 1 ) 10/01/2018 M 1,298 ( 3 ) ( 3 ) Common Stock 1,298 ( 1 ) 0 D Restricted Stock Units ( 1 ) 10/01/2018 M 1,367 ( 4 ) ( 4 ) Common Stock 1,367 ( 1 ) 1,364 D Restricted Stock Units ( 1 ) 10/01/2018 M 1,358 ( 5 ) ( 5 ) Common Stock 1,358 ( 1 ) 2,713 D Restricted Stock Units ( 1 ) 10/01/2018 M 1,018 ( 6 ) ( 6 ) Common Stock 1,018 ( 1 ) 3,054 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Twyman Michael R. 9333 BALBOA AVENUE SAN DIEGO, CA92123 President, CMS Signatures Claudia M. Strup, Attorney-in-fact for Michael R. Twyman 10/03/2018 Signature of Reporting Person Date

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 )This is the fourth and final of 4 vesting installments of RSU's granted to the Reporting Person on November 6, 2014. ( 4 )This is the third of 4 vesting installments of RSUs granted to the Reporting Person on November 6, 2015. The remaining 1364 shares from such grant shall vest in 1 final installment on October 1, 2019, subject to the Reporting Persons continuous service through such application vesting date. ( 5 )This is the second of 4 vesting installments of RSUs granted to the Reporting Person on November 14, 2016. The remaining 2713 shares from such grant shall vest in 2 equal installments on October 1, 2019 and 2020, subject to the Reporting Persons continuous service through each application vesting date. ( 6 )This is the first of 4 vesting installments of RSU's granted to the Reporting Person on November 27, 2017. The remaining 3054 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.

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.