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, Inc. [ WWD ]

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)
02/03/2012

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	02/03/2012		M		60,000	A	$7.9534	167,049	D
Woodward, Inc. Common Stock	02/03/2012		S		60,000	D	$45.6219	107,049	D
Woodward, Inc. Common Stock								17,430⁽¹⁾	I	By Woodward Retirement Savings Plan

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)	$7.9534	02/03/2012		M			60,000	10/07/2003⁽²⁾	10/07/2012	Woodward, Inc. Common Stock	60,000	$0.00	0	D
Nonqualified Stock Option (right to buy)	$7.7367							11/21/2004⁽³⁾	11/21/2013	Woodward, Inc. Common Stock	144,000		144,000	D
Nonqualified Stock Option (right to buy)	$11.9084							11/24/2005⁽³⁾	11/24/2014	Woodward, Inc. Common Stock	120,000		120,000	D
Nonqualified Stock Option (right to buy)	$13.5							11/23/2006⁽³⁾	11/23/2015	Woodward, Inc. Common Stock	120,000		120,000	D
Nonqualified Stock Option (right to buy)	$18.49							11/15/2007⁽³⁾	11/15/2016	Woodward, Inc. Common Stock	174,000		174,000	D
Nonqualified Stock Option (right to buy)	$32.73							11/16/2008⁽³⁾	11/16/2017	Woodward, Inc. Common Stock	90,000		90,000	D
Nonqualified Stock Option (right to buy)	$18.67							11/24/2009⁽³⁾	11/24/2018	Woodward, Inc. Common Stock	62,000		62,000	D
Nonqualified Stock Option (right to buy)	$23.18							10/01/2010⁽³⁾	10/01/2019	Woodward, Inc. Common Stock	125,000		125,000	D
Nonqualified Stock Option (right to buy)	$32.04							10/01/2011⁽³⁾	10/01/2020	Woodward, Inc. Common Stock	155,000		155,000	D
Nonqualified Stock Option (right to buy)	$25.57							10/03/2012⁽³⁾	10/03/2021	Woodward, Inc. Common Stock	160,000		160,000	D

Explanation of Responses:

1. The information in this report regarding the number of shares held by Mr. Gendron in the Woodward Retirement Savings Plan is based on a calculation as of February 3, 2012.

2. Options, which expire in October 2012, became exercisable at the rate of 25% per year beginning October 7, 2003

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

Remarks:

	Lynsey L. Weimer, by Power of Attorney	02/07/2012
	** 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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