POWELL INDUSTRIES INC — Director's Dealing 2013

Feb 13, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: POWELL INDUSTRIES INC (POWL)
CIK: 0000080420
Period of Report: 2013-02-11

Reporting Person: HANCOCK BONNIE V (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-02-11	Common Stock	S	900	$55.72	Disposed	4600	Direct
2013-02-11	Common Stock	S	900	$54.73	Disposed	3700	Direct
2013-02-11	Common Stock	P	368	$55.94	Acquired	4068	Direct
2013-02-11	Common Stock	P	1432	$55.14	Acquired	5500	Direct

Footnotes

F1: Certain of the reporting person's transactions described herein are matchable under Section 16(b) of the Securities Exchange Act of 1934. The reporting person has agreed to pay to Powell Industries, Inc. the full amount of profit realized in connection with such transactions (i.e. $780.41), less transaction costs.

F2: The price reported in Column 4 is a weighted average price; shares were sold in multiple transactions. Reporting range is $55.477-55.82, inclusive. Reporting person, upon request, will provide Powell Industries, Inc. or the staff of the Securities & Exchange Commission full information regarding the number of shares sold at each price within the ranges set forth in footnote 2.

F3: Includes 3,000 shares of restricted stock that have time-based vesting provisions.

F4: The price reported in Column 4 is a weighted average price; shares were sold in multiple transactions. Reporting range is $54.70-54.75, inclusive. Reporting person, upon request, will provide Powell Industries, Inc. or the staff of the Securities & Exchange Commission full information regarding the number of shares sold at each price within the ranges set forth in footnote 4.

F5: The price reported in Column 4 is a weighted average price; shares were bought in multiple transactions by the reporting person's IRA. Reporting range is $55.85-55.97, inclusive. Reporting person, upon request, will provide Powell Industries, Inc. or the staff of the Securities & Exchange Commission full information regarding the number of shares bought at each price within the ranges set forth in footnote 5.

F6: The price reported in Column 4 is a weighted average price; shares were bought in multiple transactions by the reporting person's IRA. Reporting range is $54.85-55.65, inclusive. Reporting person, upon request, will provide Powell Industries, Inc. or the staff of the Securities & Exchange Commission full information regarding the number of shares bought at each price within the ranges set forth in footnote 6.