Woodward, Inc. — Director's Dealing 2012

Sep 6, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Woodward, Inc. (WWD)
CIK: 0000108312
Period of Report: 2012-09-04

Reporting Person: HALBROOK JOHN A (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-09-04	Woodward, Inc. Common Stock	S	1000	$35.11	Disposed	780478	Direct
2012-09-05	Woodward, Inc. Common Stock	S	1000	$35.01	Disposed	779478	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-09-04	Phantom Stock	$	A	205.624	Acquired		Woodward, Inc. Common Stock (205.624)	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 executed a trade order through a broker-dealer which resulted in multiple same day, same way open market sales, with prices ranging from $35.09 to $35.13 per share. Mr. Halbrook has reported these sales on an aggregate basis using the weighted average price for the transactions. Mr. Halbrook undertakes to provide, upon request by the Securities and Exchange Commission staff, the Company, or a security holder of the Company, full information regarding the number of shares sold at each separate price.

F2: Mr. Halbrook executed a trade order through a broker-dealer which resulted in multiple same day, same way open market sales, with prices ranging from $35.01 to $35.02 per share. Mr. Halbrook has reported these sales on an aggregate basis using the weighted average price for the transactions. Mr. Halbrook undertakes to provide, upon request by the Securities and Exchange Commission staff, the Company, or a security holder of the Company, full information regarding the number of shares sold at each separate price.

F3: 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.

F4: Represents dividends reinvested in phantom stock units under the terms of 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. The total shown represents the dollar amount of dividends reinvested by the then 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 supplemental excess benefit contributions, and other acquisitions made under the Plan.

F5: On September 4, 2012, dividends received by the reporting person in respect of phantom stock units held under the Plan were reinvested in Company common stock under the Plan.