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