Woodward, Inc. — Director's Dealing 2014

Jun 2, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Woodward, Inc. (WWD)
CIK: 0000108312
Period of Report: 2014-05-30

Reporting Person: Rudolph James D (President, Ind. Turb. Systems)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-05-30	Phantom Stock	$	A	38.725	Acquired		Woodward, Inc. Common Stock (38.725)	Direct

Footnotes

F1: Represents deferred salary invested 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% common 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 salary deferred 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 amounts attributable to phantom stock units acquired in connection with reinvested dividends, supplemental excess benefit contributions, and other acquisitions made under the Plan.

F2: Pursuant to an election made by the reporting person to defer a portion of the reporting person's 2014 annual salary pursuant to the Plan, a portion of the reporting person's salary was invested in phantom stock units on the transaction date.