Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Cohen Eric A.
   2. Issuer Name and Ticker or Trading Symbol
POWER SOLUTIONS INTERNATIONAL, INC. [PSIX] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Operating Officer
(Last)
(First)
(Middle)
C/O 201 MITTEL DRIVE		 3. Date of Earliest Transaction (Month/Day/Year)
06/06/2014
(Street)

WOOD DALE, IL 60191		 4. If Amendment, Date 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
(City)
(State)
(Zip)
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 06/06/2014   M   60,000 A $ 22.07 60,000 D  
Common Stock 06/06/2014   D(1)   16,919 D $ 78.27 43,081 D  
Common Stock 06/09/2014   S   8,781 D $ 78.54 (3) 34,300 D  
Common Stock 06/10/2014   S   34,300 D $ 75.74 (4) 0 D  

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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 Underlying Securities
(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 of Derivative Security: 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
Stock Appreciation Right $ 22.07 06/06/2014   M     60,000   (2) 06/06/2022 Common Stock 60,000 $ 0 302,581 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Cohen Eric A.
C/O 201 MITTEL DRIVE
WOOD DALE, IL 60191		       Chief Operating Officer  

Signatures

 /s/ Catherine V. Andrews, attorney-in-fact for Eric Cohen   06/10/2014
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Represents deemed disposition of shares of common stock to the Issuer in connection with the exercise of the stock appreciation right (the "SAR").
(2) The Issuer granted the SAR on June 6, 2012 (the "Grant Date"), subject to stockholder approval of the Issuer's 2012 Incentive Compensation Plan (the "2012 Plan") under which the SAR was granted. The Issuer's stockholders approved the 2012 Plan on August 29, 2012. The SAR vests and becomes exercisable in three equal installments on each of the first, second and third anniversaries of the Grant Date. However, the SAR provided that it was not to become exercisable until the date that is the later of (a) the date the Issuer's stockholders approve the 2012 Plan and (b) the last of any seven Valuation Dates (as defined in the award agreement) within any period of ten or fewer Valuation Dates that commence after the Grant Date and prior to June 6, 2022, on each of which the market value per share of common stock (determined as provided in the award agreement) is at least $22.07. Such market condition has been satisfied.
(3) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $77.84 to $79.13, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (3) and (4) to this Form 4.
(4) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $74.88 to $79.88, inclusive.

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