| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Woodward, Inc. [ WWD ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/01/2011 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Woodward, Inc. Common Stock | 12/01/2011 | M | 7,500 | A | $14.1367 | 7,500 | D | |||
| Woodward, Inc. Common Stock | 12/01/2011 | S | 7,500 | D | $40.2545 | 0 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Phantom Stock | (1) | 12/01/2011 | A | 18.684 | (1)(2) | (1)(2) | Woodward, Inc. Common Stock | 18.684 | $40 | 10,770.435 | D | ||||
| Nonqualified Stock Option (right to buy) | $14.1367 | 12/01/2011 | M | 7,500 | 08/23/2006(3) | 08/23/2015 | Woodward, Inc. Common Stock | 7,500 | $0.00 | 77,500 | D | ||||
| Nonqualified Stock Option (right to buy) | $18.49 | 11/15/2007(4) | 11/15/2016 | Woodward, Inc. Common Stock | 30,000 | 30,000 | D | ||||||||
| Nonqualified Stock Option (right to buy) | $32.73 | 11/16/2008(4) | 11/16/2017 | Woodward, Inc. Common Stock | 26,000 | 26,000 | D | ||||||||
| Nonqualified Stock Option (right to buy) | $18.67 | 11/24/2009(4) | 11/24/2018 | Woodward, Inc. Common Stock | 14,500 | 14,500 | D | ||||||||
| Nonqualified Stock Option (right to buy) | $23.18 | 10/01/2010(4) | 10/01/2019 | Woodward, Inc. Common Stock | 30,000 | 30,000 | D | ||||||||
| Nonqualified Stock Option (right to buy) | $32.04 | 10/01/2011(4) | 10/01/2020 | Woodward, Inc. Common Stock | 35,000 | 35,000 | D | ||||||||
| Nonqualified Stock Option (right to buy) | $25.57 | 10/03/2012(4) | 10/03/2021 | Woodward, Inc. Common Stock | 32,500 | 32,500 | D | ||||||||
| Explanation of Responses: |
| 1. Represents dividends reinvested in phantom stock units under the terms of the Woodward Executive Benefit Plan (the "Plan"). Phantom stock units are accrued under the Plan and are to be settled in 100% stock on a one-for-one basis at the distribution date specified at the time of election, or if earlier, upon separation from the Company. The total shown represents the dollar amount of dividends reinvested by the then current share price and, therefore, the number of shares reported may fluctuate from period to period. The total shown also includes phantom stock units acquired in connection with supplemental excess benefit contributions, and other acquisitions made under the Plan. |
| 2. On December 1, 2011, dividends received by the reporting person in respect of phantom stock units held under the Plan were reinvested in Company common stock under the Plan. |
| 3. Options, which expire in August 2015, became exercisable at the rate of 25% per year beginning August 23, 2006. |
| 4. Options become exercisable at a rate of 25% per year beginning on the exercisable date shown. |
| Remarks: |
| Jody L. Harrell, by Power of Attorney | 12/05/2011 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||