SEC FORM 5

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

ZABLE WALTER C

(Last)

(First)

(Middle)

9333 BALBOA AVENUE

(Street)

SAN DIEGO

92123

(City)

(State)

(Zip)

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

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
09/30/2012

4. If Amendment, Date of 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

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 at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/23/2012⁽¹⁾		W	275,000	A	$0	724,641⁽²⁾	I	Zable Special Trusts⁽¹⁾
Common Stock	06/23/2012		W	3,217,607	A	$0	3,942,248	I	Zable Survivor's Trusts⁽¹⁾
Common Stock	06/23/2012		W	130,477	A	$0	4,072,725	I	Zable Trust dated 1978⁽¹⁾
Common Stock	06/23/2012		W	5,137,047	A	$0	9,209,772	I	Zable QTIP Marital Trust⁽¹⁾
Common Stock	06/23/2012		W	50,157	A	$0	9,259,929	I	Zable Reverse QTIP Marital Trust⁽¹⁾
Common Stock	06/23/2012		W	16,108	A	$0	9,276,037	I	Zable Non QTIP Marital Trust⁽¹⁾

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. On June 23, 2012, Walter J. Zable, founder, CEO and Chairman of the Board of Cubic Corporation passed away. Following the death of Walter J. Zable, Walter C. Zable (the Reporting Person) and Karen Zable Cox, the son and daughter respectively of Walter J. Zable, became co-trustees of the named trusts. The reported securities are owned by the named trusts of which the Reporting Person is a co-trustee, The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

2. Total shares owned at fiscal year end includes 449,641 shares previously owned by the Reporting Person in a trust. Those shares continue to be held in a trust separate from the named trusts.

	Angela L. Hartley, Attorney-in-fact	11/13/2012
	** Signature of Reporting Person	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.
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