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 *
ZABLE WALTER C
  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 __X__ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Exec. Chairman of the Board
(Last)
(First)
(Middle)
9333 BALBOA AVENUE
3. Date of Earliest Transaction (Month/Day/Year)
10/01/2013
(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 10/01/2013   M   2,472 (1) A (1) 2,472 D  
Common Stock 10/01/2014   F   930 (7) D $ 46.77 1,542 D  
Common Stock               229,297 I Zable Survivors Trust (2)
Common Stock               187,370 I Zable QTIP Marital Trust (2)
Common Stock               32,593 I Reverse QTIP Marital Trust (2)
Common Stock               16,108 I Zable Non QTIP Marital Trust (2)
Common Stock               164,229 I Trusts for Reporting Persons' Children (3)
Common Stock               2,376,348 I The Walter C. Zable Trust U/A/D 2/7/06 (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) 10/01/2014   M     758   (5)   (5) Common Stock 2,472 (1) 757 D  
Restricted Stock Units` (1) 10/01/2014   M     1,714   (6)   (6) Common Stock 1,714 (1) 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
ZABLE WALTER C
9333 BALBOA AVENUE
SAN DIEGO, CA 92123
  X   X   Exec. Chairman of the Board  

Signatures

 Angela L. Hartley, Attorney-in-fact for Walter C. Zable   10/02/2014
**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 shares of CUB common stock upon vesting of restricted stock units ("RSU"s) . Each RSU granted at that time represented a contingent right to receive one share of CUB common stock.
(2) The reported securities are owned by the named trusts of which the Reporting Person is co-trustee. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
(3) The reported securities are held in 3 trusts for the Reporting Person's children, for which the Reporting Person is Trustee.
(4) The Walter C. Zable Trust U/A/D 2/7/06, for which the Reporting Person is Trustee.
(5) This is the first of 2 vesting installments of RSUs granted to the Reporting Person on December 12, 2013. The remaining 757 shares shall vest on October 1, 2015, subject to the Reporting Person's continuous service through each application vesting date.
(6) Fully releasable.
(7) Shares withheld by CUB to satisfy the minimum statutory tax withholding obligations that arose upon the vesting of the RSUs.

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