Woodward, Inc. — Director's Dealing 2013

Dec 3, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Woodward, Inc. (WWD)
CIK: 0000108312
Period of Report: 2013-11-27

Reporting Person: HALBROOK JOHN A (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-11-27	Woodward, Inc. Common Stock	S	2000	$43.03	Disposed	687914.679	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Woodward, Inc. Common Stock	170001	Indirect
Woodward, Inc. Common Stock	64999	Indirect
Woodward, Inc. Common Stock	258364	Indirect

Footnotes

F1: The reporting person executed a trade order through a broker-dealer which resulted in multiple same day, same way open market sales, with prices ranging from $43.01 to $43.05 per share. The reporting person has reported these shares on an aggregate basis using the weighted average price for the transactions. The reporting person undertakes to provide upon a request by the Securities and Exchange Commission staff, the Company, or a security holder of the Company, full information regarding the number of shares sold at each separate price.

F2: Mr. 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 a rate of 1.5% per year.