Woodward, Inc. — Director's Dealing 2013

Sep 5, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Woodward, Inc. (WWD)
CIK: 0000108312
Period of Report: 2013-09-03

Reporting Person: Glass Martin Val (President, Airframe Systems)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-09-03	Phantom Stock	$	A	9.609	Acquired		Woodward, Inc. Common Stock (9.609)	Direct

Footnotes

F1: Represents dividends reinvested in phantom stock units under the terms of the Woodward Executive Benefit Plan (the "Plan"). 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. The total shown represents the dollar amount of dividends reinvested divided by the then 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 supplemental excess benefit contributions, and other acquisitions made under the Plan.

F2: On September 3, 2013, dividends received by the reporting person in respect of phantom stock units held under the Plan were reinvested in Company common stock under the Plan.