Woodward, Inc. — Director's Dealing 2014

Feb 24, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Woodward, Inc. (WWD)
CIK: 0000108312
Period of Report: 2014-02-20

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-20	Woodward, Inc. Common Stock	M	16000	$11.9084	Acquired	23500	Direct
2014-02-20	Woodward, Inc. Common Stock	S	16000	$43.35	Disposed	7500	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-20	Nonqualified Stock Option (Right to buy)	$11.9084	M	16000	Disposed	2014-11-24	Woodward, Inc. Common Stock (16000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Woodward, Inc. Common Stock	13467.127	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 $43.31 to $43.44 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: The information in this report regarding the number of shares held by Mr. Preiss in the Woodward Retirement Savings Plan is based on a calculation as of Februaru 21, 2014.

F3: Options, which expire on November 24, 2014, became exercisable at the rate of 25% per year beginning November 24, 2005.