SEC Form 4 · accession 0001179110-16-032246

· CUB

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Bradley H Feldmann

Officer — President/CEO · Director

Period of report

Nov 28, 2016

Accepted (ET)

Nov 30, 2016 · 6:44 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000026076

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1	Nov 28, 2016	P	11	$46.3302	A	11	I	By child
Common Stock	holding	—	—		—	23,747	D
Common Stock^F2	holding	—	—		—	3,050	I	Feldmann IRA
Common Stock^F3	holding	—	—		—	1,251	I	Cubic 401(k)
Common Stock^F4	holding	—	—		—	33	I	The Feldmann Family Trust DTD 04-20-12

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Restricted Stock Units^F5,F6	—	Nov 28, 2016	A	23,888	A	—	—	Common Stock	23,888	23,888	D
Restricted Stock Units^F5,F7	—	Nov 28, 2016	A	23,888	A	—	—	Common Stock	23,888	23,888	D

Explanation of responses

F1Purchase made and held by Reporting Person's son, a dependent not living in household. Reporting Person disclaims beneficial ownership of these securities.
F2Represents shares held by the PTC Cust Rollover FBO Bradley Feldmann, of which the Reporting Person is the sole owner with full voting and disposition rights.
F3Represents shares held by the Reporting Persons 401(k).
F4The Feldmann Family Trust DTD 04-20-2012, of which the Reporting Person and his spouse are co-trustees with full voting and disposition rights.
F5Each restricted stock unit ("RSU") represents a contingent right to receive one share of CUB common stock.
F6The performance-based RSUs vest on the date the Board of Directors certifies CUB's sales growth, EBITDA growth, and return on equity for the three-year performance period ending on September 30, 2019, subject to the Reporting Person's continued service with CUB through such vesting date, except as otherwise provided in the application RSU agreement. The RSUs vest based 40% on sales growth, 40% on EBITDA growth, and 20% on the return on equity achieved by CUB during such performance period. Dividend equivalent rights accrue with respect to the RSUs when and as dividends are paid on CUB common stock and vest proportionately with the RSUs to which they relate. Vested shares and accrued dividends will be delivered to the Reporting Person following the vesting date.
F7The time-based RSUs vest in four equal installments on each of October 1, 2017, 2018, 2019 and 2020, subject to the Reporting Person's continued service with CUB through such date. Dividend equivalent rights accrued with respect to the RSUs when and as dividends are paid on CUB common stock and vest proportionately with the RSUs to which they relate. Vested shares and accrued dividends will be delivered to the Reporting Person following each vesting date.