-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RyS2jP/DfJdcm/zpXYcMI20iwu1p6mbBfGmMvDhe/HnWU8xWyBHD5wk5kf+/Rfj8 bYdjbLT7OCGTZkMrYPE7Lg== 0001209191-07-033822.txt : 20070530 0001209191-07-033822.hdr.sgml : 20070530 20070530174758 ACCESSION NUMBER: 0001209191-07-033822 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070522 FILED AS OF DATE: 20070530 DATE AS OF CHANGE: 20070530 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: WOODWARD GOVERNOR CO CENTRAL INDEX KEY: 0000108312 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRICAL INDUSTRIAL APPARATUS [3620] IRS NUMBER: 361984010 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 BUSINESS ADDRESS: STREET 1: 5001 N SECOND ST STREET 2: P O BOX 7001 CITY: ROCKFORD STATE: IL ZIP: 61125-7001 BUSINESS PHONE: 8158777441 MAIL ADDRESS: STREET 1: 5001 N SECOND ST STREET 2: PO BOX 7001 CITY: ROCKFORD STATE: IL ZIP: 61125-7001 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GENDRON THOMAS A CENTRAL INDEX KEY: 0001113706 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-08408 FILM NUMBER: 07888671 MAIL ADDRESS: STREET 1: 5001 NORTH SECOND STREET CITY: ROCKFORD STATE: IL ZIP: 61111 4 1 doc4.xml FORM 4 SUBMISSION X0202 4 2007-05-22 0 0000108312 WOODWARD GOVERNOR CO WGOV 0001113706 GENDRON THOMAS A 1000 E. DRAKE ROAD FORT COLLINS CO 80525 1 1 0 0 President and CEO Common Stock 2007-05-22 4 M 0 11931 10.75 A 29445 D Common Stock 2007-05-22 4 M 0 4485 10.6667 A 33930 D Common Stock 2007-05-22 4 F 0 3185 55.28 D 30745 D Common Stock 2007-05-22 4 F 0 5484 55.28 D 25261 D Nonqualified Stock Option (Right to Buy) 10.75 2007-05-22 4 M 0 11931 0.00 D 2007-11-17 Common Stock 11931 0 D Nonqualified Stock Option (Right to Buy) 10.6667 2007-05-22 4 M 0 4485 0.00 D 2008-01-14 Common Stock 4485 0 D Nonqualified Stock Option (Right to Buy) 7.3333 2008-11-16 Common Stock 13500 13500 D Nonqualified Stock Option (Right to Buy) 8.25 2009-11-15 Common Stock 15000 15000 D Nonqualified Stock Option (Right to Buy) 13.9377 2010-11-21 Common Stock 29250 29250 D Nonqualified Stock Option (Right to Buy) 16.3333 2011-10-01 Common Stock 52500 52500 D Nonqualified Stock Option (Right to Buy) 15.9067 2012-10-07 Common Stock 60000 60000 D Nonqualified Stock Option (Right to Buy) 15.4733 2013-11-21 Common Stock 72000 72000 D Nonqualified Stock Option (Right to Buy) 23.8167 2014-11-24 Common Stock 60000 60000 D Nonqualified Stock Option (Right to Buy) 27.00 2015-11-23 Common Stock 60000 60000 D Nonqualified Stock Option (Right to Buy) 36.98 2016-11-15 Common Stock 87000 87000 D Shares received incident to the exercise of a security issued in accordance with Rule 16b-3. Shares delivered in payment of exercise price incident to the exercise of a security issued in accordance with Rule 16b-3. Shares withheld to cover the tax liability incident to the exercise of a security issued in accordance with Rule 16b-3. This option was previously reported as covering 7,954 shares at an exercise price of $32.25 per share but has been adjusted to reflect (i) a division of stock options pursuant to court order in a divorce settlement (50% of said options were transferred to the Reporting Person's former spouse), and (ii) the three-for-one stock split that occurred on February 1, 2006. Options are fully vested. Transaction is the exercise of a derivative security; exercise price reported in column 2. This option was previously reported as covering 2,990 shares at an exercise price of $32.00 per share but has been adjusted to reflect (i) a division of stock options pursuant to court order in a divorce settlement (50% of said options were transferred to the Reporting Person's former spouse), and (ii) the three-for-one stock split that occurred on February 1, 2006. This option was previously reported as covering 9,000 shares at an exercise price of $22.00 per share but has been adjusted to reflect (i) a division of stock options pursuant to court order in a divorce settlement (50% of said options were transferred to the Reporting Person's former spouse), and (ii) the three-for-one stock split that occurred on February 1, 2006. This option was previously reported as covering 8,000 shares at an exercise price of $24.75 per share but has been adjusted to reflect (i) a division of stock options pursuant to court order in a divorce settlement (37.5% of said options were transferred to the Reporting Person's former spouse), and (ii) the three-for-one stock split that occurred on February 1, 2006. This option was previously reported as covering 13,000 shares at an exercise price of $41.813 per share but has been adjusted to reflect (i) a division of stock options pursuant to court order in a divorce settlement (25% of said options were transferred to the Reporting Person's former spouse), and (ii) the three-for-one stock split that occurred on February 1, 2006. This option was previously reported as covering 20,000 shares at an exercise price of $49.00 per share but has been adjusted to reflect (i) a division of stock options pursuant to court order in a divorce settlement (12.5% of said options were transferred to the Reporting Person's former spouse), and (ii) the three-for-one stock split that occurred on February 1, 2006. This option was previously reported as covering 20,000 shares at an exercise price of $47.72 per share but has been adjusted to reflect the three-for-one stock split that occurred on February 1, 2006. This option was previously reported as covering 24,000 shares at an exercise price of $46.42 per share but has been adjusted to reflect the three-for-one stock split that occurred on February 1, 2006. Options become excersisable at the rate of 25% per year beginning 11/21/2004. This option was previously reported as covering 20,000 shares at an exercise price of $71.45 per share but has been adjusted to reflect the three-for-one stock split that occurred on February 1, 2006. Options become excersisable at the rate of 25% per year beginning 11/24/2005. This option was previously reported as covering 20,000 shares at an exercise price of $81.00 per share but has been adjusted to reflect the three-for-one stock split that occurred on February 1, 2006. Options become excersisable at the rate of 25% per year beginning 11/23/2006. Options become excersisable at the rate of 25% per year beginning 11/15/2007. Kathleen A Waelti by Power of Attorney 2007-05-30 EX-24.4_190057 2 poa.txt POA DOCUMENT POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Vicki T. Ekern and Kathleen A. Waelti signing singly, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Woodward Governor Company (the "Company") Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 14th day of November, 2006. Thomas A. Gendron Signature -----END PRIVACY-ENHANCED MESSAGE-----