Woodward, Inc. — Director's Dealing 2012

Dec 13, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Woodward, Inc. (WWD)
CIK: 0000108312
Period of Report: 2012-12-10

Reporting Person: HALBROOK JOHN A (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-10	Woodward, Inc. Common Stock	M	84000	$7.7367	Acquired	869110	Direct
2012-12-10	Woodward, Inc. Common Stock	F	41841	$36.80	Disposed	827269	Direct
2012-12-11	Woodward, Inc. Common Stock	M	48000	$11.9084	Acquired	875269	Direct
2012-12-11	Woodward, Inc. Common Stock	F	27384	$36.74	Disposed	847885	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-12-10	Nonqualified Stock Option (right to buy)	$7.7367	M	84000	Disposed	2013-11-21	Woodward, Inc. Common Stock (84000)	Direct
2012-12-11	Nonqualified Stock Option (right to buy)	$11.9084	M	48000	Disposed	2014-11-24	Woodward, Inc. Common Stock (48000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Woodward, Inc. Common Stock	206035	Indirect
Woodward, Inc. Common Stock	28965	Indirect
Woodward, Inc. Common Stock	258364	Indirect

Footnotes

F1: Includes 370,249 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; 3,789 shares held jointly with Mr. Halbrook's mother and over which Mr. Halbrook holds power of attorney; and 193,630 shares held in the Halbrook Family Foundation.

F2: Mr. Halbrook beneficially owns 258,364 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.