Woodward, Inc. — Director's Dealing 2014

Jul 18, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Woodward, Inc. (WWD)
CIK: 0000108312
Period of Report: 2014-07-15

Reporting Person: Preiss Chad Robert (President, Engine Systems)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-07-15	Woodward, Inc. Common Stock	M	166.948	—	Acquired	7738.6918	Direct
2014-07-15	Woodward, Inc. Common Stock	F	50.948	$48.67	Disposed	7687.7438	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-07-15	Phantom Stock Units	$	M	166.948	Disposed		Woodward, Inc. Common Stock (166.948)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Woodward, Inc. Common Stock	13825.92	Indirect

Footnotes

F1: The reporting person participates in the Woodward Executive Benefit Plan (Plan). Pursuant to an election made under the Plan, each phantom stock unit (PSU) distributed under the Plan on 7/15/14, entitled the reporting person to receive one share of Woodward, Inc. (Company) common stock, less shares not distributed to the reporting person to cover tax liabilities. See Footnote 2. The reporting person received a net distribution of 116.000 shares of Company common stock. PSUs are accrued under the Plan and are to be settled in 100% stock on a 1-for-1 basis at the distribution date specified at the time of election. Each PSU 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 PSUs acquired in connection with dividend reinvestments and other acquisitions made under the Plan

F2: Includes 71.74377 shares aquired pursuant to dividend reinvestment plan.

F3: Shares withheld to cover the tax liability incident to the issuance of shares under the Woodward Executive Benefit Plan in accordance with Rule 16b-3.

F4: The information in this report regarding the number of shares held by the reporting person in the Woodward Retirement Savings Plan is based on a calculation as of July 16, 2014.

F5: Phanton Stock Units disposed of incident to the settlement of a distribution from the Plan in accordance with Rule 16b-3.