TWIN DISC INC — Director's Dealing 2009

Aug 5, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TWIN DISC INC (TWIN)
CIK: 0000100378
Period of Report: 2009-08-03

Reporting Person: Wilcox Denise (VP-Human Resources)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-08-03	Common Stock	A	3752	—	Acquired	15245	Direct
2009-08-03	Common Stock	F	1434	$8.89	Disposed	13811	Direct
2009-08-03	Common Stock	A	5848	$8.89	Acquired	19659	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2506.8006	Indirect

Footnotes

F1: Represents shares of common stock acquired by the Reporting Person upon the vesting of performance shares granted pursuant to Rule 16b-3(d) plan.

F2: Represents shares of common stock withheld by the issuer to satisfy tax obligations in connection with the vesting of performance shares granted to the Reporting Person pursuant to Rule 16b-3(d) plan.

F3: Award of Restricted Stock for no cash consideration pursuant to the Twin Disc, Incorporated 2004 Stock Incentive Plan as amended. Grant will vest 100% in three years.