Edgar Filing: Glass Martin Val

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Glass Martin Val

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, Turbine Systems

(Last)

(First)

(Middle)

1000 E. DRAKE ROAD

3. Date of Earliest Transaction (Month/Day/Year)
09/17/2009

(Street)

FORT COLLINS, CO 80525

4. If Amendment, Date Original Filed(Month/Day/Year)
09/21/2009

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

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 Governor Company Common Stock	09/17/2009		M		12,000 ⁽¹⁾	A	$ 4.125	16,062 ⁽²⁾	D
Woodward Governor Company Common Stock	09/17/2009		S		1,000 ⁽³⁾ ⁽⁴⁾	D	$ 25.36	15,062 ⁽²⁾	D
Woodward Governor Company Common Stock	09/17/2009		S		6,532 ⁽³⁾	D	$ 25.37	8,530 ⁽²⁾	D
Woodward Governor Company Common Stock	09/17/2009		S		1,000 ⁽³⁾	D	$ 25.38	8,430 ⁽²⁾	D
Woodward Governor Company Common Stock	09/17/2009		S		1,000 ⁽³⁾	D	$ 25.4	8,330 ⁽²⁾	D
Woodward Governor Company Common Stock	09/17/2009		S		668 ⁽³⁾	D	$ 25.41	5,862 ⁽²⁾	D
Woodward Governor Company Common Stock	09/17/2009		S		200 ⁽³⁾	D	$ 25.415	5,662 ⁽²⁾	D
Woodward Governor Company Common Stock	09/17/2009		S		100 ⁽³⁾	D	$ 25.42	5,562 ⁽²⁾	D
Woodward Governor Company Common Stock	09/17/2009		S		1,000 ⁽³⁾	D	$ 25.43	4,562 ⁽²⁾	D
Woodward Governor Company Common Stock	09/17/2009		S		100 ⁽³⁾	D	$ 25.46	4,462 ⁽²⁾	D
Woodward Governor Company Common Stock	09/17/2009		S		100 ⁽³⁾	D	$ 25.465	4,362 ⁽²⁾	D
Woodward Governor Company Common Stock	09/17/2009		S		200 ⁽³⁾	D	$ 25.49	4,162 ⁽²⁾	D
Woodward Governor Company Common Stock	09/17/2009		S		100 ⁽³⁾	D	$ 25.4925	4,062 ⁽²⁾	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Nonqualified Employee Stock Option (Right to Buy)

$ 4.125

09/17/2009

12,000 ⁽⁵⁾

11/15/2000

11/15/2009

Woodward Governor Company Common Stock

12,000

$ 0

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Glass Martin Val 1000 E. DRAKE ROAD FORT COLLINS, CO 80525			President, Turbine Systems

Signatures

Jody L. Harrell, by Power of Attorney		10/12/2011
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	If unexercised, these options granted to Mr. Glass in accordance with Rule 16b-3 would expire and terminate on November 15, 2009.
(2)	Table I of the Form 4 filed on September 21, 2009, which this Form 4/A amends, overstated the number of shares owned by Mr. Glass after this transaction by 4,466 shares. This overstatement also impacted two Form 4s filed by Mr. Glass after his September 21, 2009 Form 4.
(3)	The stock options exercised and shares sold were done pursuant to a 10b5-1 Plan entered into on June 3, 2009 and disclosed by the Company on Form 8-K on June 8, 2009.
(4)	Table I of the Form 4 filed on September 21, 2009, which this Form 4/A amends, incorrectly reported the number of shares sold at $25.36.
(5)	Options became exercisable at the rate of 25% per year beginning 11/15/2000. Footnote 3 on the Form 4 filed on September 21,2009, which this Form 4/A amends, incorrectly stated that these shares became exercisable at the rate of 25% per year beginning 11/15/2009.

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