Sec Form 4 Filing - GENDRON THOMAS A @ Woodward, Inc. - 2012-02-03

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 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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1. Name and Address of Reporting Person GENDRON THOMAS A 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 (Last) (First) (Middle) 1000 E. DRAKE ROAD 3. Date of Earliest Transaction (MM/DD/YY) 02/03/2012 (Street) FORT COLLINS, CO80525 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares 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 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other GENDRON THOMAS A 1000 E. DRAKE ROAD FORT COLLINS, CO80525 X President and CEO Signatures Lynsey L. Weimer, by Power of Attorney 02/07/2012 Signature of Reporting Person Date

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.

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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