Woodward, Inc. — Director's Dealing 2012

Jan 31, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Woodward, Inc. (WWD)
CIK: 0000108312
Period of Report: 2012-01-27

Reporting Person: Fawzy Christopher (VP, Gen Counsel & Corp Sec)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-01-27	Woodward, Inc. Common Stock	M	4500	$18.67	Acquired	8000	Direct
2012-01-27	Woodward, Inc. Common Stock	S	450	$42.37	Disposed	7550	Direct
2012-01-27	Woodward, Inc. Common Stock	S	3717	$42.34	Disposed	3833	Direct
2012-01-27	Woodward, Inc. Common Stock	S	200	$42.40	Disposed	3633	Direct
2012-01-27	Woodward, Inc. Common Stock	S	133	$42.41	Disposed	3500	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-01-27	Nonqualified Stock Option (right to buy)	$18.67	M	4500	Disposed	2018-11-24	Common Stock (4500)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Woodward, Inc. Common Stock	603.33	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Nonqualified Stock Option (right to buy)	$28.375	2017-06-18	Common Stock (10000)	10000	Direct
Nonqualified Stock Option (right to buy)	$32.73	2017-11-16	Common Stock (10400)	10400	Direct
Nonqualified Stock Option (right to buy)	$23.18	2019-10-01	Common Stock (12000)	12000	Direct
Nonqualified Stock Option (right to buy)	$32.04	2020-10-01	Common Stock (16500)	16500	Direct
Nonqualified Stock Option (right to buy)	$25.57	2021-10-03	Common Stock (18300)	18300	Direct

Footnotes

F1: The information in this report regarding the number of shares held by Mr. Fawzy in the Woodward Retirement Savings Plan is based on a calculation as of January 27, 2012.

F2: Options, which expire in November 2018, became exercisable at the rate of 25% per year beginning November 24, 2009.

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