Woodward, Inc. — Director's Dealing 2014

May 13, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Woodward, Inc. (WWD)
CIK: 0000108312
Period of Report: 2014-04-02

Reporting Person: DONOVAN PAUL (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-04-28	Woodward, Inc. Common Stock	P	540	$43.71	Acquired	32327	Direct
2014-04-28	Woodward, Inc. Common Stock	P	306	$43.79	Acquired	958.535	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-04-02	Phantom Stock	$	A	470.921	Acquired		Woodward, Inc. Common Stock (470.921)	Direct

Footnotes

F1: This transaction was inadvertently previously not reported.

F2: Mr. Donovan disclaims beneficial ownership of the shares held by his wife, and this report should not be deemed an admission that Mr. Donovan is the beneficial owner of his wife's shares for purposes of Section 16 or for any other purposes.

F3: Represents deferred director retainer fees 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 director retainer fees deferred divided by the then current share price and, therefore, the number of shares reported may fluctuate from period to period.

F4: Pursuant to an election made by Mr. Donovan to defer a portion of his 2014 director retainer fees pursuant to the Plan, a portion of his director retainer fees was invested in phantom stock units on April 2, 2014.