Woodward, Inc. — Director's Dealing 2016

Jul 8, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Woodward, Inc. (WWD)
CIK: 0000108312
Period of Report: 2016-07-06

Reporting Person: Sega Ronald M (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-07-06	Phantom Stock	$	A	352.113	Acquired		Woodward, Inc. Common Stock (352.113)	Direct

Footnotes

F1: 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 Issuer. 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.

F2: Pursuant to an election made by Mr. Sega to defer his 2016 director retainer fees pursuant to the Plan, his director retainer fee was invested in phantom stock units on July 6, 2016.