SEC Form 4 · accession 0001209191-17-045894
Woodward, Inc. · WWD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Chad Robert Preiss
Officer — President, Engine Systems
Period of report
Jul 19, 2017
Accepted (ET)
Jul 21, 2017 · 2:59 pm EDT
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,F2 | Jul 19, 2017 | M | 169 | — | A | 16,811 | D | |
| Woodward, Inc. Common StockF3 | Jul 19, 2017 | F | 51 | $69.30 | D | 16,760 | D | |
| Woodward, Inc. Common StockF4 | holding | — | — | — | 14,874 | I | Woodward Retirement Savings Plan |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Phantom StockF1,F2 | — | Jul 19, 2017 | M | 169 | D | Jul 19, 2017 | Jul 19, 2017 | Woodward, Inc. Common Stock | 169 | 16,811 | 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) distributed under the Plan on 7/19/2017 entitled the reporting person to receive on share of Woodward, Inc. (Company) common stock, less shares not distributed to the reporting person to cover tax liabilities. See footnote 3. The reporting person received a net distribution of 118 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 one 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 re-investments and other acquisitions made under the Plan.
- F2The acquisition of shares represents a predetermined automatic distribution from the Plan based on the terms of the Plan and does not represent an open-market purchase by the reporting person.
- F3Shares withheld to cover the tax liability incident to the issuance of shares under the Woodward Executive Benefit Plan in accordance with Rule 16b-3.
- F4The information in this report regarding the number of shares held by the reporting person in the Woodward Retirement Savings Plan is based on the calculation of July 19, 2017 and includes 238 shares acquired under the Woodward Retirement Savings Plan since the date of the reporting person's last Form 4 with Table I reporting.
- F5Phantom Stock Units disposed of incident to the settlement of a distribution from the Plan in accordance with Rule 16b-3.