-----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, PhPunytwfA4vWSxl/v9Ae16FBs6UHf/TnYg87zf/H0HVQwur6V1XZlytM69Vt1NR kWqjnO5ViDFpwAIdQkzcJg== 0001209191-10-047667.txt : 20100928 0001209191-10-047667.hdr.sgml : 20100928 20100928152414 ACCESSION NUMBER: 0001209191-10-047667 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100927 FILED AS OF DATE: 20100928 DATE AS OF CHANGE: 20100928 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HALBROOK JOHN A CENTRAL INDEX KEY: 0001113697 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-08408 FILM NUMBER: 101093618 MAIL ADDRESS: STREET 1: 5001 NORTH SECOND STREET CITY: ROCKFORD STATE: IL ZIP: 61111 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 4 1 doc4.xml FORM 4 SUBMISSION X0303 4 2010-09-27 0 0000108312 WOODWARD GOVERNOR CO WGOV 0001113697 HALBROOK JOHN A 1000 E. DRAKE ROAD FORT COLLINS CO 80525 1 0 0 0 Woodward Governor Company Common Stock 2010-09-27 4 M 0 76134 8.1667 A 1671293 D Woodward Governor Company Common Stock 2010-09-27 4 M 0 8666 7.9534 A 1679959 D Woodward Governor Company Common Stock 2010-09-27 4 F 0 22734 30.38 D 1657225 D Woodward Governor Company Common Stock 2010-09-27 4 S 0 22843 30.4184 D 1634382 D Woodward Governor Company Common Stock 2010-09-28 4 S 0 250 29.95 D 1634132 D Nonqualified Stock Option (right to buy) 8.1667 2010-09-27 4 M 0 76134 0.00 D 2002-10-01 2011-10-01 Common Stock 76134 0 D Nonqualified Stock Option (right to buy) 7.9534 2010-09-27 4 M 0 8666 0.00 D 2003-10-07 2012-10-07 Common Stock 8666 141334 D The transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on June 3, 2010. Shares delivered to the Company in payment of exercise prices incident to the exercises of securities issued in accordance with Rule 16b-3. Shares delivered cover the aggregrate payment incident to the exercises of all options reported hereby. Shares sold to cover tax liability incident to the exercises of securities issued in accordance with Rule 16b-3. Shares sold cover the aggregrate tax liability incident to the exercises of all options reported hereby. The reporting person executed a trade order through a broker-dealer which resulted in multiple same day, same-way open market sales, with the prices ranging from $30.14 to $30.71 per share. The reporting person has reported these sales on an aggregate basis using the weighted average price for the transactions. The reporting person 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. In accordance with the terms of Mr. Halbrook's 10b5-1 plan, this amount represents additional shares that were required to be sold to cover a shortfall in required tax withholdings related to the transactions dated September 27, 2010. Options, which expire in October 2011, became exercisable at the rate of 25% per year beginning 10/01/2002. Options, which expire in October 2012, became exercisable at the rate of 25% per year beginning 10/07/2003. Jody L. Harrell by Power of Attorney 2010-09-28 EX-24.4_345768 2 poa.txt POA DOCUMENT POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints David H. Haddon, Kathleen A. Waelti, Lynsey L. Weimer or Jody L. Harrell, 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 1st day of June, 2010. John A. Halbrook -----END PRIVACY-ENHANCED MESSAGE-----