Ownership Submission
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 OF SECURITIES

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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(Print or Type Responses)
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/Controller
(Last)
(First)
(Middle)
9333 BALBOA AVENUE		 3. Date of Earliest Transaction (Month/Day/Year)
10/01/2016
(Street)

SAN DIEGO, CA 92123		 4. If Amendment, Date Original Filed(Month/Day/Year)
 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 (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 10/01/2016   M   4,499 (1) A (1) 4,499 D  
Common Stock 10/01/2016   F   1,693 (2) D $ 46.81 2,806 D  
Common Stock               4,945 I The Harrison Living Trust 2008 (3)
Common Stock               29.4458 I Cubic 401(k) (4)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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
(Month/Day/Year)		 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) 10/01/2016   M     758   (5)   (5) Common Stock 758 (1) 756 D  
Restricted Stock Units (1) 10/01/2016   M     2,141   (6)   (6) Common Stock 2,141 (1) 0 D  
Restricted Stock Units (1) 10/01/2016   M     780   (7)   (7) Common Stock 780 (1) 1,559 D  
Restricted Stock Units (1) 10/01/2016   M     820   (8)   (8) Common Stock 820 (1) 2,459 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
HARRISON MARK
9333 BALBOA AVENUE
SAN DIEGO, CA 92123		       SVP/Controller  

Signatures

 Angela L. Hartley, Attorney-in-fact for Mark A. Harrison   10/04/2016
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Reflects the issuance of CUB common stock upon vesting of restricted stock units ("RSUs"). Each RSU granted 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) Represents shares held in Harrison Living Trust 2008, a trust for which Reporting Person and his spouse are co-trustees with full voting and dispositive rights.
(4) Represents shares held by the Reporting Person's 401(k).
(5) This is the third of 4 vesting installments of RSUs granted to the Reporting Person on December 12, 2013. The remaining 756 shares from such grant shall vest on October 1, 2017, subject to the Reporting Person's continuous service through each application vesting date.
(6) This is the fourth and final of 4 vesting installments of RSUs granted to the Reporting Person on March 21, 2013.
(7) This is the second of 4 vesting installments of RSUs granted to the Reporting Person on November 6, 2014. The remaining 1559 shares from such grant shall vest in 2 equal installments on October 1, 2017 and 2018, subject to the Reporting Person's continuous service through such application vesting date.
(8) This is the first of 4 vesting installments of RSU's granted to the Reporting Person on November 6, 2015. The remaining 2459 shares from such grant shall vest in 3 equal installments on October 1, 2017, 2018 and 2019, subject to the Reporting Person's continuous service through each application vesting date.

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