TWIN DISC INC — Director's Dealing 2012

Jul 30, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TWIN DISC INC (TWIN)
CIK: 0000100378
Period of Report: 2012-07-26

Reporting Person: Valentyn Thomas E (General Counsel and Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-07-26	Common Stock	A	6268	—	Acquired	16572	Direct
2012-07-26	Common Stock	F	3210	$20.66	Disposed	13362	Direct
2012-07-26	Common Stock	A	2539	$20.66	Acquired	15901	Direct

Footnotes

F1: Represents shares of common stock aquired 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 2010 Long Term Incentive Compensation Plan as amended. Grant will vest 100% in three years.