POWELL INDUSTRIES INC — Director's Dealing 2009

Jun 24, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: POWELL INDUSTRIES INC (POWL)
CIK: 0000080420
Period of Report: 2009-06-16

Reporting Person: POWELL THOMAS W (Director, CEO, Chairman of the Board, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-06-16	Common Stock	A	2000	$0.00	Acquired	526328	Direct
2009-06-22	Common Stock	S	5000	$36.74	Disposed	19774	Indirect
2009-06-23	Common Stock	S	5000	$37.21	Disposed	14774	Indirect
2009-06-24	Common Stock	S	5000	$37.78	Disposed	9774	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1798628	Indirect
Common Stock	818	Indirect
Common Stock	260860	Indirect
Common Stock	3815	Indirect

Footnotes

F1: Restricted stock grant is subject to forfeiture - restrictions lapse with respect to 1,000 shares on the first anniversary from the date of the grant, and restrictions lapse with respect to the remaining 1,000 shares on the second anniversary from the date of the grant.

F2: Not applicable due to no consideration was payable in connection with the grant of the restricted stock.

F3: Includes 2,000 shares of restricted stock that have time-based vesting provisions.