Woodward, Inc. — Director's Dealing 2013

Nov 25, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Woodward, Inc. (WWD)
CIK: 0000108312
Period of Report: 2013-11-22

Reporting Person: Weber Robert F Jr (CFO & Treasurer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-11-22	Phantom Stock Units	$	A	761.134	Acquired		Woodward, Inc. Common Stock (761.134)	Direct

Footnotes

F1: In December 2012, the reporting person elected to have a portion of his short-term management incentive compensation bonus in calendar year 2013 deferred and denominated in Company common stock under the Woodward Executive Benefit Plan (the "Plan"), which was effected on November 22, 2013. Phantom stock units are accrued under the Plan and are to be settled in 100% stock on a one-for-one basis at the distribution date specified at the time of election, or if earlier, upon separation from the Company. Each phantom stock unit 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 phantom stock units acquired in connection with deferred salary, dividend reinvestments, supplemental excess benefit contributions, and other acquisitions made under the Plan.