POWELL INDUSTRIES INC — Director's Dealing 2003

Mar 10, 2003

4 1 i2061.htm FORM 4 SUBMISSION

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549

FORM 4

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

o Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

| 1. | 2. | Issuer Name and Ticker or Trading Symbol | | | | I.R.S. Identification Number of
Reporting Person, if an entity (Voluntary) | |
| --- | --- | --- | --- | --- | --- | --- | --- |
| Wolny, Ronald, J | | Powell Industries Inc (powl) | | | | ###-##-#### | |
| PO Box 1703 | 4. | Statement for Month/Day/Year | | | 5. | If Amendment, Date of Original (Month/Day/Year) | |
| | | 03/10/2003 | | | | | |
| (Street) | 6. | Relationship of Reporting Person(s) to Issuer (Check All Applicable) | | | 7. | Individual or Joint/Group Filing (Check Applicable Line) | |
| Medina, TX 78055 (City) (State) (Zip) | | x | Director | o | 10% Owner | x | Form filed by One Reporting Person |
| | | o | Officer (give title below) | | | o | Form filed by More than One Reporting Person |
| | | o | Other (specify below) | | | | |
| | | | Powell Industries, Inc. | | | | |

| Reminder: | Report on a separate line for each class of securities
beneficially owned directly or indirectly. |
| --- | --- |
| * | If the form is filed by more than one reporting person, see instruction 4(b)(v). |

Transaction Code (Instr. 8)	4.	Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		5.
Code	V	Amount	(A) or (D)	Price

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Title of Derivative Security (Instr. 3)	Conversion or Exercise Price of Derivative Security	Transaction Date (Month/Day/Year)	Deemed Execution Date, if any (Month/Day/Year)	Transaction Code (Instr. 8)	5.	Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
				Code	V	(A)	(D)
Shadow Stock	(1)	03/06/2003	03/06/2003	A		57.85
Shadow Stock	(1)	03/07/2003	03/07/2003	A		144.20

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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)	Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
Date Exercisable	Expiration Date	Title	Amount or Number of Shares
(2)	(2)	Common Stock	57.85	13.83		D
(2)	(2)	Common Stock	144.20	13.87	202.05(3)	D

Explanation of Responses:

(1) Shadow Stock Units were granted in payment of director's fees at the fair market value of the Common Stock on the date of the grant ofthe Shadow Stock Units. Shadow Stock Units automatically convert without further payment to shares of Common Stock at the expiration of the deferral period. Fractional shares are not issued. (2) Various: Upon retirement from the Board of Directors or specified deferral term. (3) Represents number of shares benefically owned as of March 10, 2003.

Ronald J. Wolny	3/10/2003
**Signature of Reporting Person	Date

| ** | Intentional misstatements or omissions of facts constitute
Federal Criminal Violations. See 18 U.S.C. 1001 and
15 U.S.C. 78ff(a). |
| --- | --- |
| 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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