Sec Form 4 Filing - FELDMANN BRADLEY H @ CUBIC CORP /DE/ - 2020-10-01

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 FELDMANN BRADLEY H 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) Chairman/President/CEO (Last) (First) (Middle) 9333 BALBOA AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 10/01/2020 (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 10/01/2020 M 34,263 A 88,709 ( 2 ) D Common Stock 10/01/2020 S 17,205 ( 3 ) D $ 57.54 71,504 D Common Stock 1,547.0838 I Cubic 401(k) ( 4 ) Common Stock 5,114.973 I Feldmann IRA ( 5 ) Common Stock 33 I The Feldmann Family Trust DTD 04-20-12 ( 6 ) Common Stock 11 I Child ( 7 )

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 ) 10/01/2020 M 5,972 ( 8 ) ( 8 ) Common Stock 5,972 ( 1 ) 0 D Restricted Stock Units ( 1 ) 10/01/2020 M 5,599 ( 9 ) ( 9 ) Common Stock 5,599 ( 1 ) 5,598 D Restricted Stock Units ( 1 ) 10/01/2020 M 7,796 ( 10 ) ( 10 ) Common Stock 7,796 ( 1 ) 15,590 D Restricted Stock Units ( 1 ) 10/01/2020 M 14,896 ( 11 ) ( 11 ) Common Stock 14,896 ( 1 ) 29,796 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other FELDMANN BRADLEY H 9333 BALBOA AVENUE SAN DIEGO, CA92123 X Chairman/President/CEO Signatures Hilary L. Hageman, Attorney-in-fact for Bradley H. Feldmann 10/05/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reflects the issuance of CUB common stock upon vesting of previously granted restricted stock units ("RSUs"). Each such RSU represented a contingent right to receive one share of CUB common stock. ( 2 )Includes a total of 485 shares acquired through the Employee Stock Purchase Plan on December 31, 2019 and June 30, 2020. ( 3 )Consists of shares sold by the issuer to satisfy the reporting person's tax withholding obligation upon the vesting of restricted stock units. ( 4 )Represents shares held by Reporting Person's 401(k). ( 5 )Represents shares held by the PTC Cust Rollover FBO Bradley Feldmann, of which Reporting Person is the sole owner with full vesting and disposition right. ( 6 )Represents shares held by The Feldmann Family Trust DTD 04-20-2012, of which Reporting Person and his spouse are Co-Trustees with full voting and disposition rights. ( 7 )Represents shares held by Reporting Person's son, a dependent not living in household. Reporting Person disclaims beneficial ownership of these securities. ( 8 )This is the fourth of four vesting installments of RSUs granted to Reporting Person on November 14, 2016. ( 9 )This is the third of four vesting installments of RSUs granted to Reporting Person on November 27, 2017. The remaining 5,598 shares from such grant shall vest on October 1, 2021, subject to Reporting Person's continuous service through each application vesting date. ( 10 )This is the second of four vesting installments of RSUs granted to Reporting Person on November 21, 2018. The remaining 15,590 shares from such grant shall vest in two equal installments on each of October 1, 2021 and 2022, subject to Reporting Person's continuous service through each application vesting date. ( 11 )This is the first of three vesting installments of RSUs granted to Reporting Person on November 29, 2019. The remaining 29,796 shares from such grant shall vest in two equal installments on each of October 1, 2021 and 2022, subject to 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.