POWELL INDUSTRIES INC — Director's Dealing 2015

Feb 27, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: POWELL INDUSTRIES INC (POWL)
CIK: 0000080420
Period of Report: 2015-02-25

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-25	Common Stock	A	2000	$0.00	Acquired	722022	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1798628	Indirect
Common Stock	26605	Indirect

Footnotes

F1: Restricted common stock granted under the Company's Non-Employee Director Equity Incentive Plan that vests in two equal installments, 50% on first anniversary from the date of the grant, remaining 50% on the second anniversary from the date of the grant.

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.

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