Woodward, Inc. — Director's Dealing 2011

Oct 12, 2011

SEC Form 4/A — Form 4/A

Issuer: Woodward, Inc. (WWD)
CIK: 0000108312
Period of Report: 2010-12-17

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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-12-17	Phantom Stock Units	$	A	16.977	Acquired		Woodward Governor Company Common Stock (16.977)	Direct

Footnotes

F1: On December 18, 2009, the reporting person elected to have a portion of his base salary for each pay period in calendar year 2010 deferred and denominated in Company stock under 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. Each phantom stock unit is the economic equivalent of one 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 phantom stock units acquired in connection with dividend reinvestments, supplemental excess benefit contributions, and other acquisitions made under the Plan.

F2: The Form 4 filed on December 20, 2010, which this Form 4/A amends, incorrectly stated the date of the transaction in box 3, "Date of Earliest Transaction" and in Table II, column 3, "Transaction Date."