POWELL INDUSTRIES INC — Director's Dealing 2012

Jun 7, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: POWELL INDUSTRIES INC (POWL)
CIK: 0000080420
Period of Report: 2012-05-14

Reporting Person: POWELL THOMAS W (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-14	Common Stock	M	44000	$18.44	Acquired	720222	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-05-14	Stock Options	$18.44	M	44000	Disposed	2012-06-24	Common Stock (44000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1798628	Indirect
Common Stock	26605	Indirect

Footnotes

F1: Includes 3,000 shares of restricted stock that have time-based vesting provisions.

F2: Includes 8,800 shares of restricted stock that were issued upon exercise of underlying stock options and vest in five equal installments from date of exercise; subject to certain conditions.