Sec Form 4 Filing - Aga Anshooman @ CUBIC CORP /DE/ - 2019-11-29

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 Aga Anshooman 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) EVP/CFO (Last) (First) (Middle) 9333 BALBOA AVE 3. Date of Earliest Transaction (MM/DD/YY) 11/29/2019 (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 11/29/2019 P 400 A $ 59.5438 ( 1 ) 5,363 ( 2 ) D Common Stock 11/29/2019 P 127.5596 A $ 59.58 250.394 I Cubic 401(k) ( 3 )

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 Unit ( 4 ) 11/29/2019 A 13,064 ( 5 ) ( 5 ) Common Stock 13,064 $ 0 13,064 D Restricted Stock Units ( 4 ) 11/29/2019 A 13,064 ( 6 ) ( 6 ) Common Stock 13,064 $ 0 13,064 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Aga Anshooman 9333 BALBOA AVE SAN DIEGO, CA92123 EVP/CFO Signatures Heidi Runge, Attorney-in-fact for Anshooman Aga 12/02/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents the weighted average sale price for the entire number of shares sold. The sale prices range from $59.5215 to $59.566 per share. Information on the actual number of shares sold at each sale price can be obtained from Issuer upon request. ( 2 )Amount reflects updated amount of shares held directly by Reporting Person. October 1, 2018 Form 4 incorrectly listed shares as acquired when they were disposed of. This number correctly reflects the number of shares directly held by Reporting Person. ( 3 )Represents shares held by the Reporting Person's 401(k). ( 4 )Each restricted stock unit ("RSU") represents a contingent right to receive one share of CUB common stock. ( 5 )The performance-based RSUs vest on the date the Board of Directors certifies CUB's sales growth, EBITDA growth, and Total Shareholder Return for the three-year performance period ending on September 30, 2022, subject to the Reporting Person's continued service with CUB through such vesting date. ( 6 )The time-based RSUs vest in three equal installments on each of October 1, 2020, 2021, and 2022 subject to Reporting Person's continued service with CUB through such date. Dividend equivalent rights accrue with respect to the RSUs when and as dividends are paid on CUB common stock and vest proportionately with the RSUs to which they relate. Vested shares and accrued dividends will be delivered to the Reporting Person following each 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).

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