sc13gza

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G
(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULES 13d-1(b), (c), AND (d) AND
AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2
(Amendment No. 5)*

Woodward Governor Company
(Name of Issuer)
Common Stock
(Title of Class of Securities)
980745103
(CUSIP Number)
December 31, 2010
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

     þ Rule 13d-1(b)

     o Rule 13d-1(c)

     o Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes.)

 
 

 

                         
CUSIP No.
  
980745103 
   Page  
2 
   of   
5 
    Pages

 

           
1   NAMES OF REPORTING PERSONS
Woodward Governor Company Retirement Savings Plan
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
  (a)   o
  (b)   o
     
3   SEC USE ONLY
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  Rockford, IL
       
  5   SOLE VOTING POWER
     
NUMBER OF   6,834,627
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   0
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   6,834,627
       
WITH: 8   SHARED DISPOSITIVE POWER
     
    0
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  6,834,627
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  9.916%
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  EP

2

 

                         
        Page  
3 
   of   
5 
    Pages
Explanatory Note: This Amendment No. 5 relates to and updates the Schedule 13G initially filed by Woodward Governor Company Retirement Savings Plan with the Securities and Exchange Commission (the “SEC”) on February 10, 2006, as updated by filings made with the SEC on February 14, 2007, January 23, 2008, February 4, 2009, and .February 11, 2010.
Item 1(a). Name of Issuer:
Woodward Governor Company
Item 1(b). Address of Issuer’s Principal Executive Offices:
1000 East Drake Road
Fort Collins, CO 80525
Item 2(a). Name of Person Filing:
Woodward Governor Company Retirement Savings Plan
Item 2(b). Address of Principal Business Office or, if none, Residence:
5001 North Second Street
Rockford, IL 61111
Item 2(c). Citizenship:
Rockford, IL
Item 2(d). Title of Class of Securities:
Common Stock
Item 2(e). CUSIP Number:
980745103
Item 3. If this statement is filed pursuant to §§ 240.13d-1(b) or §§ 240.13d-2(b) or (c), check whether the person filing is a:
         
(a)
  o   Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
 
        
(b)
  o   Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
 
        
(c)
  o   Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C.78c);
 
        
(d)
  o   Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
 
        
(e)
  o   An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
 
        
(f)
  þ   An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
 
        
(g)
  o   A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
 
        
(h)
  o   A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
 
        
(i)
  o   A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

3

 

                         
        Page  
4 
   of   
5 
    Pages
         
(j)
  o   A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
 
        
(k)
  o   Group, in accordance with § 240.13d-1(b)(1)(ii)(K).
If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
Item 4. Ownership.
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned: 6,834,627
(b) Percent of class: 9.916%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote 6,834,627
(ii) Shared power to vote or to direct the vote 0
(iii) Sole power to dispose or to direct the disposition of 6,834,627
(iv) Shared power to dispose or to direct the disposition of 0
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following o.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not Applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable.
Item 8. Identification and Classification of Members of the Group.
Not Applicable.
Item 9. Notice of Dissolution of Group.
Not Applicable.
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

4

 

                         
        Page  
5 
   of   
5 
    Pages
SIGNATURE
     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: January 25, 2011
         
  Woodward Governor Company Retirement Savings Plan
 		  
  By:   /s/ Robert F. Weber, Jr.    
    Name:   Robert F. Weber, Jr.   
    Title:   Chair, Investment Committee for
Woodward Governor Company Retirement
Savings Plan 		  
 

5