SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
POWELL THOMAS W
(Last) (First) (Middle)
P.O. BOX 300
(Street)
GIDDINGS TX 78942
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
POWELL INDUSTRIES INC [ POWL ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
02/26/2024
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 02/26/2024 S 3,305 D $166.678(1) 1,710,323 I Held in TWP Holdings
Common Stock 02/26/2024 S 2,981 D $167.573(2) 1,707,342 I Held in TWP Holdings
Common Stock 02/26/2024 S 2,317 D $168.025(3) 1,705,025 I Held in TWP Holdings
Common Stock 02/26/2024 S 801 D $166.88(4) 1,704,224 I Held in TWP Holdings
Common Stock 02/26/2024 S 596 D $169.871(5) 1,703,628 I Held in TWP Holdings
Common Stock 02/27/2024 S 100 D $167.61 1,703,528 I Held in TWP Holdings
Common Stock 02/27/2024 S 827 D $168.995(6) 1,702,701 I Held in TWP Holdings
Common Stock 02/27/2024 S 833 D $170.2836(7) 1,701,868 I Held in TWP Holdings
Common Stock 02/27/2024 S 4,117 D $171.5792(8) 1,697,751 I Held in TWP Holdings
Common Stock 02/27/2024 S 2,751 D $172.3554(9) 1,695,000 I Held in TWP Holdings
Common Stock 02/27/2024 S 772 D $173.1173(10) 1,694,228 I Held in TWP Holdings
Common Stock 02/27/2024 S 600 D $173.565(11) 1,693,628 I Held in TWP Holdings
Common Stock 02/28/2024 S 705 D $171.9593(12) 1,692,923 I Held in TWP Holdings
Common Stock 02/28/2024 S 340 D $172.9036(13) 1,692,583 I Held in TWP Holdings
Common Stock 02/28/2024 S 1,058 D $174.06(14) 1,691,525 I Held in TWP Holdings
Common Stock 02/28/2024 S 1,473 D $175.0022(15) 1,690,052 I Held in TWP Holdings
Common Stock 02/28/2024 S 1,424 D $175.5124(16) 1,688,628 I Held in TWP Holdings
Common Stock 711,149 D
Common Stock 4,500 I Kimberly R. Powell(17)(18)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $166.2 to $167.09, inclusive.
2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $167.2 to $167.795, inclusive.
3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $167.8 to $168.3, inclusive.
4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $168.42 to $169.4, inclusive.
5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $169.4 to $170.3, inclusive.
6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $168.64 to $169.29, inclusive.
7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $169.795 to $170.53, inclusive.
8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $170.905 to $171.88, inclusive.
9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $171.93 to $172.79, inclusive.
10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $172.95 to $173.19, inclusive.
11. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $173.30 to $174.26, inclusive.
12. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $171.6 to $172.41, inclusive
13. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $172.66 to $173.35, inclusive
14. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $173.68 to $174.65, inclusive
15. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $174.75 to $175.31, inclusive
16. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $175.31 to $175.81, inclusive
17. These shares are held directly by the spouse of Thomas W. Powell.
18. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the reporting person disclaims beneficial ownership of any such securities, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that such reporting person is the beneficial owner of such securities for purposes of Section 16 or otherwise.
/s/ Thomas W. Powell 02/28/2024
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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