X0306 4 2012-12-10 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 2012-12-10 4 M 0 84000 7.7367 A 869110 D Woodward, Inc. Common Stock 2012-12-10 4 F 0 41841 36.80 D 827269 D Woodward, Inc. Common Stock 2012-12-11 4 M 0 48000 11.9084 A 875269 D Woodward, Inc. Common Stock 2012-12-11 4 F 0 27384 36.74 D 847885 D Woodward, Inc. Common Stock 206035 I By self as trustee for the Benita K. Halbrook Grantor Retained Annuity Trust Woodward, Inc. Common Stock 28965 I By self as co-trustee for The Benita K. Halbrook Living Trust Woodward, Inc. Common Stock 258364 I By self as holder of note Nonqualified Stock Option (right to buy) 7.7367 2012-12-10 4 M 0 84000 0.00 D 2004-11-21 2013-11-21 Woodward, Inc. Common Stock 84000 0 D Nonqualified Stock Option (right to buy) 11.9084 2012-12-11 4 M 0 48000 0.00 D 2005-11-24 2014-11-24 Woodward, Inc. Common Stock 48000 0 D Includes 370,249 shares of Woodward common stock that are pledged in a standard margin account; 3,250 shares held in a joint account with Mr. Halbrook's son; 3,789 shares held jointly with Mr. Halbrook's mother and over which Mr. Halbrook holds power of attorney; and 193,630 shares held in the Halbrook Family Foundation. Mr. Halbrook beneficially owns 258,364 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 in the principal amount of $8,936,200, accruing interest at the rate of 1.5% per year. This Form 4 is filed to report the transactions shown herein, to reflect Mr. Halbrook's current holdings and correct previous inadvertent misstatements related thereto. Katrina L. Jaime, by Power of Attorney 2012-12-12