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^*

GENDRON THOMAS A

(Last)

(First)

(Middle)

1000 E. DRAKE ROAD

(Street)

FORT COLLINS

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
X	Officer (give title below)	Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
05/22/2007

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)
Common Stock	05/22/2007		M		11,931⁽¹⁾	A	$10.75	29,445	D
Common Stock	05/22/2007		M		4,485⁽¹⁾	A	$10.6667	33,930	D
Common Stock	05/22/2007		F		3,185⁽²⁾	D	$55.28	30,745	D
Common Stock	05/22/2007		F		5,484⁽³⁾	D	$55.28	25,261	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)	$10.75⁽⁴⁾	05/22/2007		M			11,931⁽⁴⁾	⁽⁵⁾	11/17/2007	Common Stock	11,931⁽⁴⁾	$0.00⁽⁶⁾	0⁽⁴⁾	D
Nonqualified Stock Option (Right to Buy)	$10.6667⁽⁷⁾	05/22/2007		M			4,485⁽⁷⁾	⁽⁵⁾	01/14/2008	Common Stock	4,485⁽⁷⁾	$0.00⁽⁶⁾	0⁽⁷⁾	D
Nonqualified Stock Option (Right to Buy)	$7.3333⁽⁸⁾							⁽⁵⁾	11/16/2008	Common Stock	13,500⁽⁸⁾		13,500⁽⁸⁾	D
Nonqualified Stock Option (Right to Buy)	$8.25⁽⁹⁾							⁽⁵⁾	11/15/2009	Common Stock	15,000⁽⁹⁾		15,000⁽⁹⁾	D
Nonqualified Stock Option (Right to Buy)	$13.9377⁽¹⁰⁾							⁽⁵⁾	11/21/2010	Common Stock	29,250⁽¹⁰⁾		29,250⁽¹⁰⁾	D
Nonqualified Stock Option (Right to Buy)	$16.3333⁽¹¹⁾							⁽⁵⁾	10/01/2011	Common Stock	52,500⁽¹¹⁾		52,500⁽¹¹⁾	D
Nonqualified Stock Option (Right to Buy)	$15.9067⁽¹²⁾							⁽⁵⁾	10/07/2012	Common Stock	60,000⁽¹²⁾		60,000⁽¹²⁾	D
Nonqualified Stock Option (Right to Buy)	$15.4733⁽¹³⁾							⁽¹⁴⁾	11/21/2013	Common Stock	72,000⁽¹³⁾		72,000⁽¹³⁾	D
Nonqualified Stock Option (Right to Buy)	$23.8167⁽¹⁵⁾							⁽¹⁶⁾	11/24/2014	Common Stock	60,000⁽¹⁵⁾		60,000⁽¹⁵⁾	D
Nonqualified Stock Option (Right to Buy)	$27⁽¹⁷⁾							⁽¹⁸⁾	11/23/2015	Common Stock	60,000⁽¹⁷⁾		60,000⁽¹⁷⁾	D
Nonqualified Stock Option (Right to Buy)	$36.98							⁽¹⁹⁾	11/15/2016	Common Stock	87,000		87,000	D

Explanation of Responses:

1. Shares received incident to the exercise of a security issued in accordance with Rule 16b-3.

2. Shares delivered in payment of exercise price incident to the exercise of a security issued in accordance with Rule 16b-3.

3. Shares withheld to cover the tax liability incident to the exercise of a security issued in accordance with Rule 16b-3.

4. This option was previously reported as covering 7,954 shares at an exercise price of $32.25 per share but has been adjusted to reflect (i) a division of stock options pursuant to court order in a divorce settlement (50% of said options were transferred to the Reporting Person's former spouse), and (ii) the three-for-one stock split that occurred on February 1, 2006.

5. Options are fully vested.

6. Transaction is the exercise of a derivative security; exercise price reported in column 2.

7. This option was previously reported as covering 2,990 shares at an exercise price of $32.00 per share but has been adjusted to reflect (i) a division of stock options pursuant to court order in a divorce settlement (50% of said options were transferred to the Reporting Person's former spouse), and (ii) the three-for-one stock split that occurred on February 1, 2006.

8. This option was previously reported as covering 9,000 shares at an exercise price of $22.00 per share but has been adjusted to reflect (i) a division of stock options pursuant to court order in a divorce settlement (50% of said options were transferred to the Reporting Person's former spouse), and (ii) the three-for-one stock split that occurred on February 1, 2006.

9. This option was previously reported as covering 8,000 shares at an exercise price of $24.75 per share but has been adjusted to reflect (i) a division of stock options pursuant to court order in a divorce settlement (37.5% of said options were transferred to the Reporting Person's former spouse), and (ii) the three-for-one stock split that occurred on February 1, 2006.

10. This option was previously reported as covering 13,000 shares at an exercise price of $41.813 per share but has been adjusted to reflect (i) a division of stock options pursuant to court order in a divorce settlement (25% of said options were transferred to the Reporting Person's former spouse), and (ii) the three-for-one stock split that occurred on February 1, 2006.

11. This option was previously reported as covering 20,000 shares at an exercise price of $49.00 per share but has been adjusted to reflect (i) a division of stock options pursuant to court order in a divorce settlement (12.5% of said options were transferred to the Reporting Person's former spouse), and (ii) the three-for-one stock split that occurred on February 1, 2006.

12. This option was previously reported as covering 20,000 shares at an exercise price of $47.72 per share but has been adjusted to reflect the three-for-one stock split that occurred on February 1, 2006.

13. This option was previously reported as covering 24,000 shares at an exercise price of $46.42 per share but has been adjusted to reflect the three-for-one stock split that occurred on February 1, 2006.

14. Options become excersisable at the rate of 25% per year beginning 11/21/2004.

15. This option was previously reported as covering 20,000 shares at an exercise price of $71.45 per share but has been adjusted to reflect the three-for-one stock split that occurred on February 1, 2006.

16. Options become excersisable at the rate of 25% per year beginning 11/24/2005.

17. This option was previously reported as covering 20,000 shares at an exercise price of $81.00 per share but has been adjusted to reflect the three-for-one stock split that occurred on February 1, 2006.

18. Options become excersisable at the rate of 25% per year beginning 11/23/2006.

19. Options become excersisable at the rate of 25% per year beginning 11/15/2007.

Remarks:

	Kathleen A Waelti by Power of Attorney	05/30/2007
	** 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.
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