Woodward, Inc. — Director's Dealing 2016

Aug 11, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Woodward, Inc. (WWD)
CIK: 0000108312
Period of Report: 2016-08-10

Reporting Person: Fawzy Christopher (VP, Gen Counsel & Corp Sec)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-08-10	Woodward, Inc. Common Stock	M	2000	$28.375	Acquired	9506	Direct
2016-08-10	Woodward, Inc. Common Stock	S	6000	$59.3002	Disposed	3506	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-08-10	Nonqualified Stock Option (right to buy)	$28.375	M	2000	Disposed	2017-06-18	Woodward, Inc. Common Stock (2000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Woodward, Inc. Common Stock	2102.75	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 $59.28 to $59.35 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 the reporting person in the Woodward Retirement Savings Plan (the "Plan") is based on a calculation as of August 9, 2016 and includes 4.26 shares acquired under the Plan since the date of the reporting person's last Form 4 with Table I reporting.

F3: Options, which expire June 18, 2017, became exercisable as to 25% of the shares on June 18, 2008, and each one-year anniversary thereafter.