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Filing Details

Accession Number:: 0001209191-16-092709
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2016-01-20 17:54:14
Reporting Period:: 2016-01-15

Filing Date:: 2016-01-20
Accepted Time:: 2016-01-20 17:54:14
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	2016-01-15	23,230	$0.00	512,200	No	4	M	Direct
Woodward, Inc. Common Stock	Disposition	2016-01-15	7,850	$44.94	298,524	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	2016-01-15	23,230	$0.00	23,230	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0	2016-01-15	2016-01-15	No	4	M	Direct

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Woodward, Inc. Common Stock	220,639	Indirect	By Benita K. Halbrook as trustee for the John A. Halbrook Grantor Retained Annuity Trust
Woodward, Inc. Common Stock	95,928	Indirect	By self as trustee for the Benita K. Halbrook Grantor Retained Annuity Trust
Woodward, Inc. Common Stock	37,072	Indirect	By self as co-trustee for The Benita K. Halbrook Living Trust
Woodward, Inc. Common Stock	102,000	Indirect	By self as trustee for the Benita K. Halbrook 2015 Grantor Retained Annuity Trust
Woodward, Inc. Common Stock	252,746	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 01/15/16 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 15,379.999 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.
The total reflects the removal of 211,019 shares held by the Halbrook Family Foundation (the "Foundation") from the Reporting Person's direct ownership, as well as the addition of 5,193.323 shares which reflect the correction of an administrative error. The Reporting Person has no pecuniary interest in the 211,019 shares held by the Foundation and the shares held by the Foundation will no longer be reported in the Reporting Person's filings on Form 4 or Form 5.
Totals reflect transfers, without consideration, between the Benita K. Halbrook Living Trust and the Benita K. Halbrook 2015 GRAT.
Mr. Halbrook beneficially owns 252,746 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.
Phantom stock units disposed of incident to the settlement of a distribution from the Plan in accordance with Rule 16b-3.