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Form 4 TWIN DISC INC For: Aug 03 Filed by: BATTEN JOHN H

August 8, 2022 5:28 PM EDT
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).
1. Name and Address of Reporting Person *
BATTEN JOHN H

(Last) (First) (Middle)
TWIN DISC, INC.
1328 RACINE ST.

(Street)
RACINE WI 53403

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
TWIN DISC INC [ TWIN ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
08/03/2022
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 (1) 08/03/2022   A   48,251 A $ 8.29 326,395 D  
Common Stock               2,457.2354 I 401(k)
Common Stock               195,019 I As Trustee (2)
Common Stock               221,156 I As Trustee (3)
Common Stock               54,152 I As Trustee (4)
Common Stock               53,672 I As Trustee (5)
Common Stock               45,440 I As Trustee (6)
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
Restricted Stock Units $ 0 (7) 08/03/2022   A   72,376   08/03/2025 (8) 08/03/2025 Common Stock 72,376 $ 0 72,376 D  
Restricted Stock Units $ 0             08/04/2024 (9) 08/04/2024 Common Stock 20,952   20,952 D  
Explanation of Responses:
1. Award of Restricted Stock for no cash consideration pursuant to Twin Disc, Incorporated 2021 Long-Term Incentive Compensation Plan as amended. Grant will vest 100% on 8/3/2025.
2. As trustee of Michael E. Batten Marital Trust.
3. As trustee of Michael E. Batten Family Trust.
4. As trustee of Elizabeth Batten Stribney Trust.
5. As trustee of Timothy Michael Batten Trust.
6. As trustee of Louise Vemet Batten Grantor Trust.
7. Award of Restricted Stock Units for no cash consideration pursuant to Twin Disc, Incorporated 2021 Long-Term Incentive Compensation Plan. Grant will vest 100% on 8/3/2025.
8. Each restricted stock unit represents a contingent right to receive one share of Twin Disc Inc. common stock, subject to adjustment based on achievement of performance objectives. The maximum number of shares issuable under this award is 144,752.
9. The restricted stock units will vest three years from the grant date if the Reporting Person is still employed by the issuer and if certain performance objectives for the three-year period ending June 30, 2025 are met.
/s/ John H. Batten 08/05/2022
** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.


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