0001209191-16-092709.txt : 20160120 0001209191-16-092709.hdr.sgml : 20160120 20160120175414 ACCESSION NUMBER: 0001209191-16-092709 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20160115 FILED AS OF DATE: 20160120 DATE AS OF CHANGE: 20160120 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Woodward, Inc. 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: 1000 EAST DRAKE ROAD CITY: FORT COLLINS STATE: CO ZIP: 80525 BUSINESS PHONE: 970-482-5811 MAIL ADDRESS: STREET 1: 1000 EAST DRAKE ROAD CITY: FORT COLLINS STATE: CO ZIP: 80525 FORMER COMPANY: FORMER CONFORMED NAME: WOODWARD GOVERNOR CO DATE OF NAME CHANGE: 19920703 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: 161352001 MAIL ADDRESS: STREET 1: 5001 NORTH SECOND STREET CITY: ROCKFORD STATE: IL ZIP: 61111 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2016-01-15 0 0000108312 Woodward, Inc. WWD 0001113697 HALBROOK JOHN A 1000 E. DRAKE ROAD FORT COLLINS CO 80525 1 0 0 0 Woodward, Inc. Common Stock 2016-01-15 4 M 0 23229.936 A 512199.613 D Woodward, Inc. Common Stock 2016-01-15 4 S 0 7849.937 44.94 D 298523.999 D Woodward, Inc. Common Stock 220639 I By Benita K. Halbrook as trustee for the John A. Halbrook Grantor Retained Annuity Trust Woodward, Inc. Common Stock 95928 I By self as trustee for the Benita K. Halbrook Grantor Retained Annuity Trust Woodward, Inc. Common Stock 37072 I By self as co-trustee for The Benita K. Halbrook Living Trust Woodward, Inc. Common Stock 102000 I By self as trustee for the Benita K. Halbrook 2015 Grantor Retained Annuity Trust Woodward, Inc. Common Stock 252746 I By self as holder of note Phantom Stock Units 2016-01-15 4 M 0 23229.936 0.00 D 2016-01-15 2016-01-15 Woodward, Inc. Common Stock 23229.936 0 D The reporting person participates in the Woodward Executive Benefit Plan (Plan). Pursuant to an election made under the Plan, each phantom stock unit (PSU) accrued under the Plan entitled the reporting person to receive on 01/15/16 1 share of Woodward, Inc. (Company) common stock, less shares not distributed to the reporting person to cover tax liabilities. See Footnote 2. The reporting person received a net distribution of 15,379.999 shares of Company common stock. PSUs are accrued under the Plan and are to be settled in 100% stock on a 1-for-1 basis at the distribution date specified at the time of election. Each PSU is the economic equivalent of 1 share of Company common stock. The total shown represents the dollar amount of deferrals divided by the current share price and, therefore, the number of shares reported may fluctuate from period to period. The total shown also includes PSUs acquired in connection with dividend reinvestments and other acquisitions made under the Plan. Represents the number of shares required to be sold by the Reporting Person to cover tax withholding obligations in connection with the distribution of shares from the Plan. This sale is mandated by the terms of the Plan which require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the Reporting Person. The total reflects the removal of 211,019 shares held by the Halbrook Family Foundation (the "Foundation") from the Reporting Person's direct ownership, as well as the addition of 5,193.323 shares which reflect the correction of an administrative error. The Reporting Person has no pecuniary interest in the 211,019 shares held by the Foundation and the shares held by the Foundation will no longer be reported in the Reporting Person's filings on Form 4 or Form 5. Totals reflect transfers, without consideration, between the Benita K. Halbrook Living Trust and the Benita K. Halbrook 2015 GRAT. Mr. Halbrook beneficially owns 252,746 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. Phantom stock units disposed of incident to the settlement of a distribution from the Plan in accordance with Rule 16b-3. Rebecca L. Dees, by Power of Attorney 2016-01-20 EX-24.4_627112 2 poa.txt POA DOCUMENT POWER OF ATTORNEY Known all by these present that the undersigned hereby constitutes and appoints David H. Haddon, Lynsey L. Weimer, Phoebe A. Larson, or Rebecca L. Dees, 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, Inc. (the "Company") Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities and 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, and 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 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 11th day of November, 2015. /s/ John Halbrook Signature John Halbrook Print Name