UNITED STATES SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C.

FORM D

OMB APPROVAL
OMB Number: 3235-0076
Expires: September 30, 2008
Estimated Average burden hours per response: 4.0
Notice of Exempt Offering of Securities


1. Issuer's Identity
CIK (Filer ID Number) Previous Name(s)   x None Entity Type
0000108312
 
x Corporation
o Limited Partnership
o Limited Liability Company
o General Partnership
o Business Trust
o Other
Name of Issuer
  WOODWARD GOVERNOR CO
Jurisdiction of Incorporation/Organization
DE
 
Year of Incorporation/Organization
  x Over Five Years Ago
  o Within Last Five Years (Specify Year)  
  o Yet to Be Formed  



2. Principal Place of Business and Contact Information
Name of Issuer  
  WOODWARD GOVERNOR CO  
Street Address 1 Street Address 2
  1000 East Drake Road  
City State/Province/Country ZIP/Postal Code Phone No. of Issuer
  Fort Collins   CO   80525   (970) 482-5811  



3. Related Persons
Last Name First Name Middle Name
Gendron Thomas A.
Street Address 1 Street Address 2
1000 East Drake Road
City State/Province/Country ZIP/Postal Code
Fort Collins CO 80525
Relationship: x Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
   
Last Name First Name Middle Name
Donovan Paul  
Street Address 1 Street Address 2
1000 East Drake Road
City State/Province/Country ZIP/Postal Code
Fort Collins CO 80525
Relationship: o Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
   
Last Name First Name Middle Name
Cohn John D.
Street Address 1 Street Address 2
1000 East Drake Road
City State/Province/Country ZIP/Postal Code
Fort Collins CO 80525
Relationship: o Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
   
Last Name First Name Middle Name
Halbrook John A.
Street Address 1 Street Address 2
1000 East Drake Road
City State/Province/Country ZIP/Postal Code
Fort Collins CO 80525
Relationship: o Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
   
 
Last Name First Name Middle Name
Joyce Michael H.
Street Address 1 Street Address 2
1000 East Drake Road
City State/Province/Country ZIP/Postal Code
Fort Collins CO 80525
Relationship: o Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
   
Last Name First Name Middle Name
Rulseh James R.
Street Address 1 Street Address 2
1000 East Drake Road
City State/Province/Country ZIP/Postal Code
Fort Collins CO 80525
Relationship: o Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
   
Last Name First Name Middle Name
Petrovich Mary L.
Street Address 1 Street Address 2
1000 East Drake Road
City State/Province/Country ZIP/Postal Code
Fort Collins CO 80525
Relationship: o Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
   
Last Name First Name Middle Name
Rittenberg Larry E.
Street Address 1 Street Address 2
1000 East Drake Road
City State/Province/Country ZIP/Postal Code
Fort Collins CO 80525
Relationship: o Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
   
 
Last Name First Name Middle Name
Sega Dr. Ronald M.
Street Address 1 Street Address 2
1000 East Drake Road
City State/Province/Country ZIP/Postal Code
Fort Collins CO 80525
Relationship: o Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
   
Last Name First Name Middle Name
Yonker Michael T.
Street Address 1 Street Address 2
1000 East Drake Road
City State/Province/Country ZIP/Postal Code
Fort Collins CO 80525
Relationship: o Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
   
Last Name First Name Middle Name
Weber, Jr. Robert F.
Street Address 1 Street Address 2
1000 East Drake Road
City State/Province/Country ZIP/Postal Code
Fort Collins CO 80525
Relationship: x Executive Officer o Director o Promoter
Clarification of Response (if Necessary)
   
Last Name First Name Middle Name
Benning Dennis M.
Street Address 1 Street Address 2
1000 East Drake Road
City State/Province/Country ZIP/Postal Code
Fort Collins CO 80525
Relationship: x Executive Officer o Director o Promoter
Clarification of Response (if Necessary)
   
 
Last Name First Name Middle Name
Glass Martin V.
Street Address 1 Street Address 2
1000 East Drake Road
City State/Province/Country ZIP/Postal Code
Fort Collins CO 80525
Relationship: x Executive Officer o Director o Promoter
Clarification of Response (if Necessary)
   
Last Name First Name Middle Name
Lauffer Gerhard  
Street Address 1 Street Address 2
1000 East Drake Road
City State/Province/Country ZIP/Postal Code
Fort Collins CO 80525
Relationship: x Executive Officer o Director o Promoter
Clarification of Response (if Necessary)
   
Last Name First Name Middle Name
Fawzy A. Christopher
Street Address 1 Street Address 2
1000 East Drake Road
City State/Province/Country ZIP/Postal Code
Fort Collins CO 80525
Relationship: x Executive Officer o Director o Promoter
Clarification of Response (if Necessary)
   
Last Name First Name Middle Name
Preiss Chad R.
Street Address 1 Street Address 2
1000 East Drake Road
City State/Province/Country ZIP/Postal Code
Fort Collins CO 80525
Relationship: x Executive Officer o Director o Promoter
Clarification of Response (if Necessary)
   
 


4. Industry Group
o Agriculture   Health Care o Retailing
  Banking & Financial Services   o Biotechnology o Restaurants
  o Commercial Banking   o Health Insurance   Technology
  o Insurance   o Hospitals & Physicians   o Computers
  o Investing   o Pharmaceuticals   o Telecommunications
  o Investment Banking   o Other Health Care   o Other Technology
  o Pooled Investment Fund

        Travel
  o Other Banking and Financial Services x Manufacturing   o Airlines & Airports
  Real Estate   o Lodging & Conventions
  o Commercial   o Tourism & Travel Services
  o Construction   o Other Travel
  o REITS & Finance o Other
  o Residential  
  o Other Real Estate  
o Business Services  
  Energy  
  o Coal Mining  
  o Electric Utilities  
  o Energy Conservation  
  o Environmental Services  
  o Oil & Gas  
  o Other Energy  


5. Issuer Size
Revenue Range Aggregate Net Asset Value Range
o No Revenues o No Aggregate Net Asset Value
o $1 - $1,000,000 o $1 - $5,000,000
o $1,000,001 - $5,000,000 o $5,000,001 - $25,000,000
o $5,000,001 - $25,000,000 o $25,000,001 - $50,000,000
o $25,000,001 - $100,000,000 o $50,000,001 - $100,000,000
x Over $100,000,000 o Over $100,000,000
o Decline to Disclose o Decline to Disclose
o Not Applicable o Not Applicable


6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)
o Rule 504(b)(1) (not (i), (ii) or (iii)) o Rule 505
o Rule 504 (b)(1)(i) x Rule 506
o Rule 504 (b)(1)(ii) o Securities Act Section 4(6)
o Rule 504 (b)(1)(iii) o Investment Company Act Section 3(c)

7. Type of Filing
x New Notice Date of First Sale   2009-04-03 o First Sale Yet to Occur
o Amendment

8. Duration of Offering
Does the Issuer intend this offering to last more than one year? o Yes x No

9. Type(s) of Securities Offered (select all that apply)
o Pooled Investment Fund Interests o Equity
o Tenant-in-Common Securities x Debt
o Mineral Property Securities o Option, Warrant or Other Right to Acquire Another Security
o Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security x Other (describe)
   


10. Business Combination Transaction
Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? o Yes x No
 
Clarification of Response (if Necessary)  
   

11. Minimum Investment
Minimum investment accepted from any outside investor $   100000   USD

12. Sales Compensation
Recipient Recipient CRD Number o None
  J.P. Morgan Securities, Inc.   79
(Associated) Broker or Dealer x None (Associated) Broker or Dealer CRD Number x None
       
Street Address 1 Street Address 2
  270 Park Avenue    
City State/Province/Country ZIP/Postal Code
  New York   NY   10017
State(s) of Solicitation o All States
    AL   CA   CO   CT   GA   IL   IN   IA   KY   MA   MN   MS   NE   NJ   NY   NC   OH   PA   TN   TX   UT   VT   WI
Recipient Recipient CRD Number o None
  Wells Fargo Securities, LLC   7665
(Associated) Broker or Dealer x None (Associated) Broker or Dealer CRD Number x None
       
Street Address 1 Street Address 2
  600 California Street   Suite 600
City State/Province/Country ZIP/Postal Code
  San Francisco   CA   94108
State(s) of Solicitation o All States
   
 



13. Offering and Sales Amounts
Total Offering Amount $   100000000   USD o Indefinite
Total Amount Sold $   100000000   USD  
Total Remaining to be Sold $   0   USD o Indefinite
 
Clarification of Response (if Necessary)
   


14. Investors
o Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors,
Number of such non-accredited investors who already have invested in the offering
 
  Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering: 8


15. Sales Commissions & Finders' Fees Expenses
Provide separately the amounts of sales commissions and finders' fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.
Sales Commissions $   518500   USD o Estimate
Finders' Fees $   0   USD o Estimate
 
Clarification of Response (if Necessary)
   


16. Use of Proceeds
Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.
  $   0   USD o Estimate
 
Clarification of Response (if Necessary)
   

Signature and Submission
Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.
Terms of Submission  
  In submitting this notice, each Issuer named above is:  
 
  • Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, the information furnished to offerees.
  • Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the Issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against it in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.
  • Certifying that the Issuer is not disqualified from relying on any Regulation D exemption it has identified in Item 6 above for one of the reasons stated in Rule 505(b)(2)(iii).
 
 
  Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.
  For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.
o I also am a duly authorized representative of the other Issuer(s) in Item 1 above and authorized to sign on their behalf.

Issuer Signature Name of Signer Title Date
Woodward Governor Company /s/ A. Christopher Fawzy A. Christopher Fawzy Vice President, General Counsel and Corporate Secretary 2009-04-16

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