SEC FORM 4

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^*

Rudolph James D

(Last)

(First)

(Middle)

1000 EAST DRAKE ROAD

(Street)

FORT COLLINS

80525

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Woodward, Inc. [ WWD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President, Ind. Turb. Systems

3. Date of Earliest Transaction (Month/Day/Year)
11/17/2011

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Woodward, Inc. Common Stock	11/17/2011		M		6,000	A	$7.7367	22,318	D
Woodward, Inc. Common Stock	11/17/2011		S		6,000	D	$39.6229	16,318	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Nonqualified Stock Option (right to buy)	$7.7367	11/17/2011		M			6,000	11/21/2004⁽¹⁾	11/21/2013	Common Stock	6,000	$0.00	0	D
Nonqualified Stock Option (right to buy)	$11.9084							11/24/2005⁽²⁾	11/24/2014	Common Stock	9,000		9,000	D
Nonqualified Stock Option (right to buy)	$13.5							11/23/2006⁽²⁾	11/23/2015	Common Stock	22,200		22,200	D
Nonqualified Stock Option (right to buy)	$18.49							11/15/2007⁽²⁾	11/15/2016	Common Stock	16,500		16,500	D
Nonqualified Stock Option (right to buy)	$32.73							11/16/2008⁽²⁾	11/16/2017	Common Stock	7,000		7,000	D
Nonqualified Stock Option (right to buy)	$18.67							11/24/2009⁽²⁾	11/24/2018	Common Stock	3,500		3,500	D
Nonqualified Stock Option (right to buy)	$23.18							10/01/2010⁽²⁾	10/01/2019	Common Stock	10,000		10,000	D
Nonqualified Stock Option (right to buy)	$32.04							10/01/2011⁽²⁾	10/01/2020	Common Stock	11,000		11,000	D
Nonqualified Stock Option (right to buy)	$25.57							10/03/2012⁽²⁾	10/03/2021	Common Stock	17,400		17,400	D

Explanation of Responses:

1. Options, which expire in November 2013, became exercisable at the rate of 25% per year beginning November 21, 2004.

2. Options become exercisable at a rate of 25% per year beginning on the exercisable date shown.

Remarks:

	Jody L. Harrell by Power of Attorney	11/21/2011
	** 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).
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