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Filing Details

Accession Number:: 0001209191-12-044565
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2012-09-06 17:23:00
Reporting Period:: 2012-09-04

Filing Date:: 2012-09-06
Accepted Time:: 2012-09-06 17:23:00
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
108312	Woodward Inc.	WWD	Electrical Industrial Apparatus (3620)	361984010

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1113697	A John Halbrook	1000 E. Drake Road Fort Collins CO 80525		Yes	No	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Woodward, Inc. Common Stock	Disposition	2012-09-04	1,000	$35.11	780,478	No	4	S	Direct
Woodward, Inc. Common Stock	Disposition	2012-09-05	1,000	$35.01	779,478	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Direct
No	4	S	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Woodward, Inc. Common Stock	Phantom Stock	Acquisiton	2012-09-04	206	$35.53	206	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
91,679			No	4	A	Direct

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Woodward, Inc. Common Stock	230,000	Indirect	By self as trustee for The Benita K. Halbrook Grantor Retained Annuity Trust
Woodward, Inc. Common Stock	5,000	Indirect	By self as co-trustee for The Benita K. Halbrook Living Trust
Woodward, Inc. Common Stock	260,000	Indirect	By self as holder of note.

Footnotes

Mr. Halbrook executed a trade order through a broker-dealer which resulted in multiple same day, same way open market sales, with prices ranging from $35.09 to $35.13 per share. Mr. Halbrook has reported these sales on an aggregate basis using the weighted average price for the transactions. Mr. Halbrook undertakes to provide, upon request by the Securities and Exchange Commission staff, the Company, or a security holder of the Company, full information regarding the number of shares sold at each separate price.
Mr. Halbrook executed a trade order through a broker-dealer which resulted in multiple same day, same way open market sales, with prices ranging from $35.01 to $35.02 per share. Mr. Halbrook has reported these sales on an aggregate basis using the weighted average price for the transactions. Mr. Halbrook undertakes to provide, upon request by the Securities and Exchange Commission staff, the Company, or a security holder of the Company, full information regarding the number of shares sold at each separate price.
Mr. Halbrook beneficially owns 260,000 shares sold in 2011 to The Halbrook Family Irrevocable Trust (the "Halbrook Family Trust Shares"), of which Mr. Halbrook's children are the beneficiaries and trustees without dispositive power with respect to these shares. The Halbrook Family Trust Shares were sold by Mr. Halbrook in exchange for a promissory note in the principal amount of $8,936,200, accruing interest at the rate of 1.5% per year.
Represents dividends reinvested in phantom stock units under the terms of the Woodward Executive Benefit Plan (the "Plan"). Phantom stock units are accrued under the Plan and are to be settled in 100% stock on a one-for-one basis at the distribution date specified at the time of election, or if earlier, upon separation from the Company. The total shown represents the dollar amount of dividends reinvested by the then current share price and, therefore, the number of shares reported may fluctuate from period to period. The total shown also includes phantom stock units acquired in connection with supplemental excess benefit contributions, and other acquisitions made under the Plan.
On September 4, 2012, dividends received by the reporting person in respect of phantom stock units held under the Plan were reinvested in Company common stock under the Plan.