Woodward, Inc. — Director's Dealing 2011

Dec 2, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Woodward, Inc. (WWD)
CIK: 0000108312
Period of Report: 2011-11-30

Reporting Person: HALBROOK JOHN A (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-11-30	Woodward, Inc. Common Stock	S	6000	$41.40	Disposed	770827	Direct
2011-11-30	Woodward, Inc. Common Stock	S	5000	$41.65	Disposed	765827	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Woodward, Inc. Common Stock	230000	Indirect
Woodward, Inc. Common Stock	5000	Indirect
Woodward, Inc. Common Stock	260000	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Nonqualified Stock Option (right to buy)	$7.7367	2013-11-21	Woodward, Inc. Common Stock (168000)	168000	Direct
Nonqualified Stock Option (right to buy)	$11.9084	2014-11-24	Woodward, Inc. Common Stock (48000)	48000	Direct
Nonqualified Stock Option (right to buy)	$18.49	2016-11-15	Woodward, Inc. Common Stock (8200)	8200	Direct
Nonqualified Stock Option (right to buy)	$32.73	2017-11-16	Woodward, Inc. Common Stock (5700)	5700	Direct
Nonqualified Stock Option (right to buy)	$18.67	2018-11-24	Woodward, Inc. Common Stock (3800)	3800	Direct
Nonqualified Stock Option (right to buy)	$23.18	2019-10-01	Woodward, Inc. Common Stock (7600)	7600	Direct
Nonqualified Stock Option (right to buy)	$32.04	2020-10-01	Woodward, Inc. Common Stock (6200)	6200	Direct
Nonqualified Stock Option (right to buy)	$25.57	2021-10-03	Woodward, Inc. Common Stock (6700)	6700	Direct

Footnotes

F1: Includes 352,962 shares of Woodward common stock that are pledged in a standard margin account; 3,250 shares held in a joint account with Mr. Halbrook's son; 3,759 shares held jointly with Mr. Halbrook's mother and over which Mr. Halbrook holds power of attorney; 189,855 shares held in the Halbrook Family Foundation; and 47,227 shares held in an individual retirement account.

F2: 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.

F3: Options become exercisable at a rate of 25% per year beginning on the exercisable date shown.