Woodward, Inc. — Director's Dealing 2012

Jan 19, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Woodward, Inc. (WWD)
CIK: 0000108312
Period of Report: 2012-01-18

Reporting Person: HALBROOK JOHN A (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-01-18	Woodward, Inc. Common Stock	M	22799	—	Acquired	788626	Direct
2012-01-18	Woodward, Inc. Common Stock	F	7148	$43.70	Disposed	781478	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-01-18	Phantom Stock Units	$	M	22799	Disposed	2012-01-18	Common Stock (22799)	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: See attached Exhibit 99.1.

F2: Shares withheld to cover the tax liability incident to the issuance of shares under the Plan in accordance with Rule 16b-3.

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: Phantom stock units disposed of incident to the settlement of a distribution from the Plan in accordance with Rule 16b-3.