Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *
  KNOWLES MICHAEL
2. Date of Event Requiring Statement (Month/Day/Year)
10/01/2018
3. Issuer Name and Ticker or Trading Symbol
CUBIC CORP /DE/ [CUB]
(Last)
(First)
(Middle)
9333 BALBOA AVENUE
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President, CGD - SVP, CORP
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

SAN DIEGO, CA 92123
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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 618
D
 
Common Stock 23
I
ESPP (1)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units   (3)   (3) Common Stock 219 $ (2) D  
Restricted Stock Units   (4)   (4) Common Stock 272 $ (2) D  
Common Stock   (5)   (5) Common Stock 224 $ (2) D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
KNOWLES MICHAEL
9333 BALBOA AVENUE
SAN DIEGO, CA 92123
      President, CGD - SVP, CORP  

Signatures

Claudia M. Strup, Attorney-in-fact for Michael Knowles 10/03/2018
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) Represents securities acquired through Cubic's ESPP.
(2) Each restricted stock unit ("RSU") represents a contingent right to receive one share of CUB stock.
(3) RSUs granted to the Reporting Person on November 6, 2015. The remaining 218 shares from such grant shall vest on October 1, 2019.
(4) RSUs granted to the Reporting Person on November 14, 2016. The remaining 542 shall vest in 2 equal parts on October 1, 2019 and 2020.
(5) RSUs granted to the Reporting Person on November 27, 2017. The remaining 672 shall vest in 3 equal parts on October 1, 2019, 2020 and 2021.

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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