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Woodward, Inc. Director's Dealing 2007

Oct 11, 2007

30412_dirs_2007-10-10_d775f6e5-a190-41be-8979-41b2d2bd3d96.zip

Director's Dealing

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SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: WOODWARD GOVERNOR CO (WGOV)
CIK: 0000108312
Period of Report: 2007-09-26

Reporting Person: Glass Martin Val (Group Vice President)

Holdings (Non-Derivative)

Security Shares Ownership
Woodward Governor Company Common Stock 8528.39 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Nonqualified Stock Option (Right to Buy) $10.6667 2008-01-14 Common Stock (2031) Direct
Nonqualified Stock Option (Right to Buy) $7.3333 2008-11-16 Common Stock (7500) Direct
Nonqualified Stock Option (Right to Buy) $8.25 2009-11-15 Common Stock (6000) Direct
Nonqualified Stock Option (Right to Buy) $13.9377 2010-11-21 Common Stock (6000) Direct
Nonqualified Stock Option (Right to Buy) $16.3333 2011-10-01 Common Stock (6000) Direct
Nonqualified Stock Option (Right to Buy) $15.9067 2012-10-07 Common Stock (6375) Direct
Nonqualified Stock Option (Right to Buy) $15.4733 2013-11-21 Common Stock (13500) Direct
Nonqualified Stock Option (Right to Buy) $23.8167 2014-11-24 Common Stock (24000) Direct
Nonqualified Stock Option (Right to Buy) $27.00 2015-11-23 Common Stock (21750) Direct
Nonqualified Stock Option (Right to Buy) $36.98 2016-11-15 Common Stock (14500) Direct
Phantom Stock Units $ Common Stock (66.348) Direct

Footnotes

F1: Options are fully vested.

F2: Options become exercisable at the rate of 25% per year beginning 11/21/2004.

F3: Options become exercisable at the rate of 25% per year beginning 11/24/2005.

F4: Options become exercisable at the rate of 25% per year beginning 11/23/2006.

F5: Options become exercisable at the rate of 25% per year beginning 11/15/2007.

F6: The reporting person participates in the Woodward Executive Benefit Plan. Phantom stock units are accrued under the Plan and are to be settled in 100% stock on a one-for-one basis upon separation from the Company. The total shown represents the account balance in dollars divided by the current share price and, therefore, the number of shares reported may fluctuate from period to period. The total shown also includes shares acquired under the Company's Dividend Reinvestment Plan.