SEC Form 4 · accession 0001179110-18-013174
CUBIC CORP /DE/ · CUB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael R. Twyman
Officer — President, CMS
Period of report
Nov 21, 2018
Accepted (ET)
Nov 26, 2018 · 2:28 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000026076
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF1,F2 | — | Nov 21, 2018 | A | 5,457 | A | — | — | Common Stock | 5,457 | 5,457 | D |
| Restricted Stock UnitsF1,F3 | — | Nov 21, 2018 | A | 5,457 | A | — | — | Common Stock | 5,457 | 5,457 | D |
Explanation of responses
- F1Each restricted stock unit ("RSU") represents a contingent right to receive one share of CUB common stock.
- F2The performance-based RSUs vest on the date the Board of Directors certifies CUB's sales growth, EBITDA growth, and Total Shareholder Return for the three-year performance period ending on September 30, 2021, subject to the Reporting Person's continued service with CUB through such vesting date, except as otherwise provided in the applicable RSU agreement. The RSUs vest based 50% on sales growth and 50% on EBITDA growth, adjusted for a Total Shareholder Return factor, 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.
- F3The time-based RSUs vest in four equal installments on each of October 1, 2019, 2020, 2021 and 2022, subject to the Reporting Person's continued service with CUB through such date. 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 each vesting date.