Woodward, Inc. — Director's Dealing 2016

Nov 21, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Woodward, Inc. (WWD)
CIK: 0000108312
Period of Report: 2016-11-18

Reporting Person: Weber Robert F Jr (CFO & Treasurer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-11-18	Woodward, Inc. Common Stock	M	26000	$32.73	Acquired	45553	Direct
2016-11-18	Woodward, Inc. Common Stock	S	17308	$66.7851	Disposed	28245	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-11-18	Non-Qualified Stock Option (Right to Buy)	$32.73	M	26000	Disposed	2017-11-16	Woodward, Inc. Common Stock (26000)	Direct
2016-11-18	Phantom Stock	$	A	1224.617	Acquired		Woodward, Inc. Common Stock (1224.617)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Woodward, Inc. Common Stock	3122	Indirect

Footnotes

F1: The reporting person sold shares in multiple same day, same way open market transactions, with prices ranging from $66.73 to $67.06 per share. The reporting person has reported these sales on an aggregate basis using the weighted average price for the sales. 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 the reporting person in the Woodward Retirement Savings Plan (the "Plan") is based on a calculation as of November 18, 2016, and includes 10.98 shares acquired under the Plan since the date of the reporting person's last Form 4 with Table I reporting.

F3: Options, which expire on November 16, 2017, became exercisable at the rate of 25% per year beginning on November 16, 2008.

F4: The reporting person participates in the Woodward Executive Benefit Plan (the "Executive Plan") and has elected to have a portion of his Long Term Incentive Plan bonus deferred and denominated in Company stock. Phantom stock units are accrued under the Executive Plan and are to be settled in 100% stock on a one-for-one basis upon separation from the Company. 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 shares acquired under the Company's Dividend Reinvestment Plan.