SEC Form 4

FORM 4		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 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Zable Non QTIP Marital Trust (Last) (First) (Middle) 9333 BALBOA AVENUE (Street) SAN DIEGO CA 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) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 12/14/2012
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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 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	12/14/2012		W(1)		650,000	D	$0	4,487,047	I	Zable QTIP Marital Trust(2)
Common Stock	12/14/2012		W(1)		275,000	D	$0	0	I	Zable Special Trust(3)
Common Stock	12/14/2012		J(5)		130,477	D	$0	0	I	Zable Trust Dtd 9/18/78(4)
Common Stock	12/14/2012		J(5)		130,477	A	$0	3,348,084	I	Survivors Trust(6)
Common Stock	05/21/2013		S		1,242,520	D	$45.75	3,244,527	I	Zable QTIP Marital Trust(2)
Common Stock	05/21/2013		S		1,057,207	D	$45.75	2,290,877	I	Survivors Trust(6)
Common Stock	05/21/2013		S		15,273	D	$45.75	34,884	I	Zable Reverse QTIP Marital(7)
Common Stock	05/21/2013		J		0	D	$0	16,108	I	Zable Non-QTIP Marital(8)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* Zable Non QTIP Marital Trust (Last) (First) (Middle) 9333 BALBOA AVENUE (Street) SAN DIEGO CA 92123 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Zable QTIP Marital Trust (Last) (First) (Middle) 9333 BALBOA AVENUE (Street) SAN DIEGO CA 92123 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Zable Reverse QTIP Marital Trust (Last) (First) (Middle) 9333 BALBOA AVENUE (Street) SAN DIEGO CA 92123 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Zable Special Trusts (Last) (First) (Middle) 9333 BALBOA AVENUE (Street) SAN DIEGO CA 92123 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Zable Survivor's Trusts (Last) (First) (Middle) 9333 BALBOA AVENUE (Street) SAN DIEGO CA 92123 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Zable Trust Dated 1978 (Last) (First) (Middle) 9333 BALBOA AVENUE (Street) SAN DIEGO CA 92123 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Distributed under the laws of descent and distribution.

2. These securities are owned solely by Zable QTIP Marital Trust dated 9/18/1978.

3. These securities are owned solely by the Walter J. Zable Special Trust Dated May 6, 2003.

4. These securities are owned solely by the Zable Trust Dated September 18, 1978.

5. Shares held by the Zable Trust Dated 9/18/78 transferred into the the Survivors' Trust Created Under the Zable Trust Dated 9/18/78.

6. These securities are owned solely by the Survivors Trust Created Under the Zable Trust Dated 9/18/78.

7. These securities are owned solely by the Zable Reverse QTIP Marital Trust Dated 9/18/78.

8. These securities are owned solely by the Zable Non-QTIP Marital Trust Dated 9/18/78.

	James R. Edwards, Attorney-in-fact	05/23/2013
	James R. Edwards, Attorney-in-fact	05/23/2013
	James R. Edwards, Attorney-in-fact	05/23/2013
	James R. Edwards, Attorney-in-fact	05/23/2013
	James R. Edwards, Attorney-in-fact	05/23/2013
	Jimmie L Balentine	05/23/2013
	** 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).
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