POWELL INDUSTRIES INC — Director's Dealing 2016

Jul 6, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: POWELL INDUSTRIES INC (POWL)
CIK: 0000080420
Period of Report: 2016-02-23

Reporting Person: HONEYCUTT MILBURN E (Vice President, Corp Controlle)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-23	Common Stock	D	1600	$0.00	Disposed	13648	Direct
2016-02-23	Common Stock	A	2400	$0.00	Acquired	16048	Direct
2016-07-01	Common Stock	A	2500	$0.00	Acquired	17848	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	393	Indirect

Footnotes

F1: Transaction involved an amendment of an outstanding grant of RSU awards that were originally granted on October 1, 2015, resulting in the deemed cancellation and regrant of the award.

F2: Represents time-based RSU awards that will vest in three equal annual installments on the first, second and third anniversaries of October 1, 2015, subject to the Reporting Person's continued employment with the Company.

F3: Represents time-based awards that will vest 100% on the third anniversary date from the date of grant, subject to the Reporting Person's continued employment with the Company.

F4: Includes a calculation error correction.