Woodward, Inc. — Director's Dealing 2011

Oct 21, 2011

SEC Form 4/A — Form 4/A

Issuer: Woodward, Inc. (WWD)
CIK: 0000108312
Period of Report: 2009-06-29

Reporting Person: GENDRON THOMAS A (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-06-12	Woodward Governor Company Common Stock	M	3282	—	Acquired	56304	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-06-12	Phantom Stock Units	$	M	3282	Disposed	2009-06-12	Common Stock (3282)	Direct

Footnotes

F1: The reporting person received shares of Woodward Governor Company common stock in settlement of an equal number of shares of phantom stock held pursuant to the Woodward Executive Benefit Plan (the "Plan") in accordance with Rule 16b-3.

F2: Table I of the Form 4 filed on June 29, 2009, which this Form 4/A amends, overstated the number of shares owned by Mr. Gendron after this transaction by 27,291 shares. This overstatement also impacted five Form 4s filed by Mr. Gendron after his June 29, 2009 Form 4.

F3: The reporting person participates in the Plan. Each phantom stock unit accrued under the Plan entitled the reporting person to received on June 12, 2009, one share of Woodward Governor Company common stock, less shares not distributed to the reporting person to cover tax liabilities. The total number of phantom stock units represents the account balance in dollars divided by the share price of Woodward Governor Company common stock on June 12, 2009, less the shares not distributed. The total number of phantom stock units also includes shares acquired under the Woodward Governor Company's Dividend Reinvestment Plan.

F4: Phantom stock units disposed of incident to the settlement of a distribution from the Plan in accordance wtih Rule 16b-3.