Sec Form 4 Filing - HARRISON MARK @ 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

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1. Name and Address of Reporting Person HARRISON MARK 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/Chief Accounting Officer (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 4,880 A 4,880 D Common Stock 10/01/2020 F 2,402 ( 2 ) D $ 57.54 0 ( 3 ) D Common Stock 11,344 ( 3 ) I The Harrison Living Trust 2008 ( 4 ) Common Stock 219.3591 I Cubic 401(k) ( 5 )

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 813 ( 6 ) ( 6 ) Common Stock 813 ( 1 ) 0 D Restricted Stock Units ( 1 ) 10/01/2020 M 528 ( 7 ) ( 7 ) Common Stock 528 ( 1 ) 0 D Restricted Stock Units ( 1 ) 10/01/2020 M 611 ( 8 ) ( 8 ) Common Stock 611 ( 1 ) 610 D Restricted Stock Units ( 1 ) 10/01/2020 M 683 ( 9 ) ( 9 ) Common Stock 683 ( 1 ) 1,363 D Restricted Stock Units ( 1 ) 10/01/2020 M 980 ( 10 ) ( 10 ) Common Stock 980 ( 1 ) 1,959 D Restricted Stock Units ( 1 ) 10/01/2020 M 1,265 ( 11 ) ( 11 ) Common Stock 1,265 ( 1 ) 2,528 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other HARRISON MARK 9333 BALBOA AVENUE SAN DIEGO, CA92123 SVP/Chief Accounting Officer Signatures Hilary L. Hageman, Attorney-in-fact for Mark A. Harrison 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 )Consists of shares withheld by the issuer to satisfy the reporting person's tax withholding obligation upon the vesting of restricted stock units. ( 3 )The balances reflect the transfer of the shares remaining following the forfeiture of shares to satisfy tax withholding upon vesting to the reporting person's indirect Harrison Living Trust 2008 holdings. ( 4 )Represents shares held in the Harrison Living Trust 2008, a trust for which Reporting Person and his spouse are Co-Trustees with full voting and dispositive rights. ( 5 )Represents shares held by Reporting Person's 401(k). ( 6 )This is the fourth of four vesting installments of RSUs granted to Reporting Person on November 14, 2016. ( 7 )This is the fourth of four vesting installments of RSUs granted to Reporting Person on July 17, 2017. ( 8 )This is the third of four vesting installments of RSUs granted to Reporting Person on November 27, 2017. The remaining 610 Shares from such grant shall vest on October 1, 2021, subject to Reporting Person's continuous service through each application vesting date. ( 9 )This is the second of four vesting installments of RSUs granted to Reporting Person on November 21, 2018. The remaining 1,363 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. ( 10 )This is the first of three vesting installments of RSUs granted to Reporting Person on November 29, 2019. The remaining 1,959 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 2,528 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).

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