Woodward, Inc. — Director's Dealing 2014

Feb 28, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Woodward, Inc. (WWD)
CIK: 0000108312
Period of Report: 2014-02-26

Reporting Person: GENDRON THOMAS A (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-26	Woodward, Inc. Common Stock	M	30521	$11.9084	Acquired	188085	Direct
2014-02-26	Woodward, Inc. Common Stock	M	30521	$43.04	Disposed	157564	Direct
2014-02-26	Woodward, Inc. Common Stock	M	60000	$11.9084	Acquired	217564	Direct
2014-02-26	Woodward, Inc. Common Stock	F	36776	$43.12	Disposed	180788	Direct
2014-02-27	Woodward, Inc. Common Stock	M	29479	$11.9084	Acquired	210267	Direct
2014-02-27	Woodward, Inc. Common Stock	M	29479	$42.97	Disposed	180788	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-26	Nonqualified Stock Option (right to buy)	$11.9084	M	30521	Disposed	2014-11-24	Woodward, Inc. Common Stock (30521)	Direct
2014-02-26	Nonqualified Stock Option (right to buy)	$11.9084	M	60000	Disposed	2014-11-24	Woodward, Inc. Common Stock (60000)	Direct
2014-02-27	Nonqualified Stock Option (right to buy)	$11.9084	M	29479	Disposed	2014-11-24	Woodward, Inc. Common Stock (29479)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Woodward, Inc. Common Stock	18590	Indirect

Footnotes

F1: The reporting person executed a trade order through a broker-dealer which resulted in multiple same day, same way open market sales, with prices ranging from $42.87 to $43.32 per share. The reporting person has reported these sales on an aggregate basis using the weighted average price for the transactions. The reporting person undertakes to provide, upon request by the Securities and Exchange Commission staff, the Company or a security holder of the Company, full information regarding the number of shares sold at each separate price.

F2: Includes (i) already owned shares of common stock delivered for payment of the exercise price and (ii) shares withheld to cover the tax liability, in each case incident to the exercise of a security issued in accordance with Rule 16b-3.

F3: The reporting person executed a trade order through a broker-dealer which resulted in multiple same day, same way open market sales, with prices ranging from $42.725 to $43.12 per share. The reporting person has reported these sales on an aggregate basis using the weighted average price for the transactions. The reporting person undertakes to provide, upon request by the Securities and Exchange Commission staff, the Company or a security holder of the Company, full information regarding the number of shares sold at each separate price.

F4: The information in this report regarding the number of shares held by Mr. Gendron in the Woodward Retirement Savings Plan is based on a calculation as of February 27, 2014.

F5: Options become exercisable at the rate of 25% per year beginning one year from date of grant.