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Filing Details

Accession Number:: 0001209191-15-005309
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2015-01-20 19:30:37
Reporting Period:: 2015-01-15

Filing Date:: 2015-01-20
Accepted Time:: 2015-01-20 19:30:37
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	Acquisiton	2015-01-15	23,127	$0.00	478,257	No	4	M	Direct
Woodward, Inc. Common Stock	Disposition	2015-01-15	7,746	$42.27	470,512	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	M	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 Units	Disposition	2015-01-15	23,127	$0.00	23,127	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
23,126	2015-01-15	2015-01-15	No	4	M	Direct

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Woodward, Inc. Common Stock	245,000	Indirect	By Benita K. Halbrook as trustee for the John A. Halbrook Grantor Retained Annuity Trust
Woodward, Inc. Common Stock	134,472	Indirect	By self as trustee for the Benita K. Halbrook Grantor Retained Annuity Trust
Woodward, Inc. Common Stock	100,528	Indirect	By self as co-trustee for The Benita K. Halbrook Living Trust
Woodward, Inc. Common Stock	254,343	Indirect	By self as holder of note

Footnotes

The reporting person participates in the Woodward Executive Benefit Plan (Plan). Pursuant to an election made under the Plan, each phantom stock unit (PSU) accrued under the Plan entitled the reporting person to receive on 01/15/15 1 share of Woodward, Inc. (Company) common stock, less shares not distributed to the reporting person to cover tax liabilities. See Footnote 2. The reporting person received a net distribution of 15,380.999 shares of Company common stock. PSUs are accrued under the Plan and are to be settled in 100% stock on a 1-for-1 basis at the distribution date specified at the time of election. Each PSU is the economic equivalent of 1 share of Company common stock. The total shown represents the dollar amount of deferrals divided by the current share price and, therefore, the number of shares reported may fluctuate from period to period. The total shown also includes PSUs acquired in connection with dividend reinvestments and other acquisitions made under the Plan.
Represents the number of shares required to be sold by the Reporting Person to cover tax withholding obligations in connection with the distribution of shares from the Plan. This sale is mandated by the terms of the Plan which require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the Reporting Person.
Mr. Halbrook beneficially owns 258,364 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.
Phantom stock units disposed of incident to the settlement of a distribution from the Plan in accordance with Rule 16b-3.