SEC Form 4 · accession 0001209191-15-005309
Woodward, Inc. · WWD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John A Halbrook
Director
Period of report
Jan 15, 2015
Accepted (ET)
Jan 20, 2015 · 7:30 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000108312
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Woodward, Inc. Common StockF1 | Jan 15, 2015 | M | 23,127 | — | A | 478,257 | D | |
| Woodward, Inc. Common StockF2 | Jan 15, 2015 | S | 7,746 | $42.27 | D | 470,512 | D | |
| Woodward, Inc. Common Stock | holding | — | — | — | 245,000 | I | By Benita K. Halbrook as trustee for the John A. Halbrook Grantor Retained Annuity Trust | |
| Woodward, Inc. Common Stock | holding | — | — | — | 134,472 | I | By self as trustee for the Benita K. Halbrook Grantor Retained Annuity Trust | |
| Woodward, Inc. Common Stock | holding | — | — | — | 100,528 | I | By self as co-trustee for The Benita K. Halbrook Living Trust | |
| Woodward, Inc. Common StockF3 | holding | — | — | — | 254,343 | I | By self as holder of note |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Phantom Stock UnitsF1 | — | Jan 15, 2015 | M | 23,127 | D | Jan 15, 2015 | Jan 15, 2015 | Woodward, Inc. Common Stock | 23,127 | 23,126 | D |
Explanation of responses
- F1The reporting person participates in the Woodward Executive Benefit Plan (Plan). Pursuant to an election made under the Plan, each phantom stock unit (PSU) accrued under the Plan entitled the reporting person to receive on 01/15/15 1 share of Woodward, Inc. (Company) common stock, less shares not distributed to the reporting person to cover tax liabilities. See Footnote 2. The reporting person received a net distribution of 15,380.999 shares of Company common stock. PSUs are accrued under the Plan and are to be settled in 100% stock on a 1-for-1 basis at the distribution date specified at the time of election. Each PSU is the economic equivalent of 1 share of Company common stock. The total shown represents the dollar amount of deferrals divided by the current share price and, therefore, the number of shares reported may fluctuate from period to period. The total shown also includes PSUs acquired in connection with dividend reinvestments and other acquisitions made under the Plan.
- F2Represents the number of shares required to be sold by the Reporting Person to cover tax withholding obligations in connection with the distribution of shares from the Plan. This sale is mandated by the terms of the Plan which require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the Reporting Person.
- F3Mr. 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.
- F4Phantom stock units disposed of incident to the settlement of a distribution from the Plan in accordance with Rule 16b-3.