Woodward, Inc. — Director's Dealing 2012

Feb 7, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Woodward, Inc. (WWD)
CIK: 0000108312
Period of Report: 2012-02-03

Reporting Person: GENDRON THOMAS A (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-03	Woodward, Inc. Common Stock	M	60000	$7.9534	Acquired	167049	Direct
2012-02-03	Woodward, Inc. Common Stock	S	60000	$45.6219	Disposed	107049	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-03	Nonqualified Stock Option (right to buy)	$7.9534	M	60000	Disposed	2012-10-07	Woodward, Inc. Common Stock (60000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Woodward, Inc. Common Stock	17430	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Nonqualified Stock Option (right to buy)	$7.7367	2013-11-21	Woodward, Inc. Common Stock (144000)	144000	Direct
Nonqualified Stock Option (right to buy)	$11.9084	2014-11-24	Woodward, Inc. Common Stock (120000)	120000	Direct
Nonqualified Stock Option (right to buy)	$13.50	2015-11-23	Woodward, Inc. Common Stock (120000)	120000	Direct
Nonqualified Stock Option (right to buy)	$18.49	2016-11-15	Woodward, Inc. Common Stock (174000)	174000	Direct
Nonqualified Stock Option (right to buy)	$32.73	2017-11-16	Woodward, Inc. Common Stock (90000)	90000	Direct
Nonqualified Stock Option (right to buy)	$18.67	2018-11-24	Woodward, Inc. Common Stock (62000)	62000	Direct
Nonqualified Stock Option (right to buy)	$23.18	2019-10-01	Woodward, Inc. Common Stock (125000)	125000	Direct
Nonqualified Stock Option (right to buy)	$32.04	2020-10-01	Woodward, Inc. Common Stock (155000)	155000	Direct
Nonqualified Stock Option (right to buy)	$25.57	2021-10-03	Woodward, Inc. Common Stock (160000)	160000	Direct

Footnotes

F1: The information in this report regarding the number of shares held by Mr. Gendron in the Woodward Retirement Savings Plan is based on a calculation as of February 3, 2012.

F2: Options, which expire in October 2012, became exercisable at the rate of 25% per year beginning October 7, 2003

F3: Options become exercisable at a rate of 25% per year beginning on the exercisable date shown.