POWELL INDUSTRIES INC — Director's Dealing 2016

Mar 10, 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: MADISON DON R (Executive Vice President, CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-23	Common Stock	D	3700	$0.00	Disposed	56388	Direct
2016-02-23	Common Stock	A	5600	$0.00	Acquired	61988	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	975	Indirect

Footnotes

F1: The two reported transactions 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 awards.

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.