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 Non QTIP Marital Trust   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) (Last) (First) (Middle) 9333 BALBOA AVENUE 3. Date of Earliest Transaction (Month/Day/Year) 12/14/2012 (Street) SAN DIEGO, CA 92123 4. If Amendment, Date 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 (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 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)

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

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Zable Non QTIP Marital Trust 9333 BALBOA AVENUE SAN DIEGO, CA 92123		X
Zable QTIP Marital Trust 9333 BALBOA AVENUE SAN DIEGO, CA 92123		X
Zable Reverse QTIP Marital Trust 9333 BALBOA AVENUE SAN DIEGO, CA 92123		X
Zable Special Trusts 9333 BALBOA AVENUE SAN DIEGO, CA 92123		X
Zable Survivor's Trusts 9333 BALBOA AVENUE SAN DIEGO, CA 92123		X
Zable Trust Dated 1978 9333 BALBOA AVENUE SAN DIEGO, CA 92123		X

Signatures

James R. Edwards, Attorney-in-fact		05/23/2013
**Signature of Reporting Person		Date
James R. Edwards, Attorney-in-fact		05/23/2013
**Signature of Reporting Person		Date
James R. Edwards, Attorney-in-fact		05/23/2013
**Signature of Reporting Person		Date
James R. Edwards, Attorney-in-fact		05/23/2013
**Signature of Reporting Person		Date
James R. Edwards, Attorney-in-fact		05/23/2013
**Signature of Reporting Person		Date
Jimmie L Balentine		05/23/2013
**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)	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.

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