Rhys V. Williams - May 25, 2021 Form 4 Insider Report for CUBIC CORP /DE/ (CUB)

Role: VP, Treasurer
Signature: Hilary L. Hageman, Attorney-in-fact for Rhys V. Williams
Stock symbol: CUB
Transactions as of: May 25, 2021
Transactions value $: -$348,825
Form type: 4
Date filed: 5/25/2021, 05:25 PM

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	CUB	Common Stock	Disposed to Issuer	-$349K	-4.65K	-100%	$75.00	0	May 25, 2021	Direct	F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	CUB	Performance Restricted Stock Units	Disposed to Issuer		-702	-100%		0	May 25, 2021	Common Stock	702		Direct	F1, F2
transaction	CUB	Performance Restricted Stock Units	Disposed to Issuer		-924	-100%		0	May 25, 2021	Common Stock	924		Direct	F1, F2
transaction	CUB	Performance Restricted Stock Units	Disposed to Issuer		-1.53K	-100%		0	May 25, 2021	Common Stock	1.53K		Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Rhys V. Williams is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	Disposed of as a result of a merger pursuant to the previously announced Agreement and Plan of Merger, dated as of February 7, 2021 (as amended, the "Merger Agreement"), by and among the Issuer, Atlas CC Acquisition Corp. and Atlas Merger Sub Inc.
F2	Each performance restricted stock unit ("PRSU") was cancelled pursuant to the Merger Agreement in exchange for the right to receive the cash consideration provided in the Merger Agreement (i.e., an amount equal to the product of (i) the number of PRSUs, based on the target number or the actual level earned, as applicable, multiplied by (ii) $75.00 per PRSU, less any required tax withholding).