SEC Form 4
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*
COHN JOHN D

(Last) (First) (Middle)
1000 E. DRAKE ROAD

(Street)
FORT COLLINS CO 80525

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
WOODWARD GOVERNOR CO [ WGOV ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/22/2008
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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
Common Stock 08/22/2008 M 6,000(1) A $6.1517 21,000(2)(3) D
Common Stock 08/22/2008 M 6,000(1) A $9.8334 27,000 D
Common Stock 08/22/2008 M 8,000(1) A $11.855 35,000 D
Common Stock 08/22/2008 S 6,000 D $45.75 29,000 D
Common Stock 08/22/2008 S 6,000 D $45.7016 23,000 D
Common Stock 08/22/2008 S 8,000 D $45.7933 15,000 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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
Nonqualified Stock Option (right to buy) $6.1517 08/22/2008 M 6,000 01/22/2004 01/22/2013 Common Stock 6,000 $0.00(4) 0 D
Nonqualified Stock Option (right to buy) $9.8334 08/22/2008 M 6,000 01/28/2005 01/28/2014 Common Stock 6,000 $0.00(4) 0 D
Nonqualified Stock Option (right to buy) $11.855 08/22/2008 M 8,000 01/27/2006 01/27/2015 Common Stock 8,000 $0.00(4) 0 D
Explanation of Responses:
1. Shares received incident to the exercise of a security issued in accordance with Rule 16b-3 under the Securities Exchange Act of 1934.
2. Total shares have been adjusted to reflect three-for-one stock split effective as of the close of business on February 1, 2006.
3. Total shares have been adjusted to reflect two-for-one stock split effective as of the close of business on February 14, 2008.
4. Transaction is the exercise of a derivative security; exercise price reported in column 2.
Remarks:
Kathleen A Waelti by Power of Attorney 08/26/2008
** 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.