Woodward, Inc. — Director's Dealing 2011

Dec 5, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Woodward, Inc. (WWD)
CIK: 0000108312
Period of Report: 2011-12-01

Reporting Person: Weber Robert F Jr (CFO & Treasurer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-12-01	Woodward, Inc. Common Stock	M	7500	$14.1367	Acquired	7500	Direct
2011-12-01	Woodward, Inc. Common Stock	S	7500	$40.2545	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-12-01	Phantom Stock	$	A	18.684	Acquired		Woodward, Inc. Common Stock (18.684)	Direct
2011-12-01	Nonqualified Stock Option (right to buy)	$14.1367	M	7500	Disposed	2015-08-23	Woodward, Inc. Common Stock (7500)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Nonqualified Stock Option (right to buy)	$18.49	2016-11-15	Woodward, Inc. Common Stock (30000)	30000	Direct
Nonqualified Stock Option (right to buy)	$32.73	2017-11-16	Woodward, Inc. Common Stock (26000)	26000	Direct
Nonqualified Stock Option (right to buy)	$18.67	2018-11-24	Woodward, Inc. Common Stock (14500)	14500	Direct
Nonqualified Stock Option (right to buy)	$23.18	2019-10-01	Woodward, Inc. Common Stock (30000)	30000	Direct
Nonqualified Stock Option (right to buy)	$32.04	2020-10-01	Woodward, Inc. Common Stock (35000)	35000	Direct
Nonqualified Stock Option (right to buy)	$25.57	2021-10-03	Woodward, Inc. Common Stock (32500)	32500	Direct

Footnotes

F1: 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.

F2: On December 1, 2011, 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.

F3: Options, which expire in August 2015, became exercisable at the rate of 25% per year beginning August 23, 2006.

F4: Options become exercisable at a rate of 25% per year beginning on the exercisable date shown.