Woodward, Inc. — Director's Dealing 2012

Dec 7, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Woodward, Inc. (WWD)
CIK: 0000108312
Period of Report: 2012-12-05

Reporting Person: HALBROOK JOHN A (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-05	Woodward, Inc. Common Stock	M	84000	$7.7367	Acquired	863478	Direct
2012-12-05	Woodward, Inc. Common Stock	F	39347	$36.39	Disposed	824131	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-12-05	Nonqualified Stock Option (right to buy)	$7.7367	M	84000	Disposed	2013-11-21	Woodward, Inc. Common Stock (84000)	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

Footnotes

F1: 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.