Woodward, Inc. — Director's Dealing 2011

Jan 22, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WOODWARD GOVERNOR CO (WGOV)
CIK: 0000108312
Period of Report: 2011-01-18

Reporting Person: HALBROOK JOHN A (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-01-18	Woodward Governor Company Common Stock	M	22692	—	Acquired	1724663	Direct
2011-01-18	Woodward Governor Company Common Stock	F	6975	$36.70	Disposed	1717688	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-01-18	Phantom Stock Units	$	M	22692	Disposed	2011-01-18	Common Stock (22692)	Direct

Footnotes

F1: See attached Exhibit 99.1.

F2: Shares withheld to cover the tax liability incident to the issuance of shares under the Plan in accordance with Rule 16b-3.

F3: Phantom stock units disposed of incident to the settlement of a distribution from the Plan in accordance with Rule 16b-3.