Woodward, Inc. — Director's Dealing 2016

Jun 6, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Woodward, Inc. (WWD)
CIK: 0000108312
Period of Report: 2016-06-02

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-06-02	Woodward, Inc. Common Stock	M	7000	$28.375	Acquired	12600	Direct
2016-06-02	Woodward, Inc. Common Stock	F	5094	$57.86	Disposed	7506	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-06-02	Nonqualified Stock Option (right to buy)	$28.375	M	7000	Disposed	2017-06-18	Woodward, Inc. Common Stock (7000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Woodward, Inc. Common Stock	2098.49	Indirect

Footnotes

F1: 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.

F2: The information in this report regarding the number of shares held by Mr. Fawzy in the Woodward Retirement Savings Plan (the "Plan") is based on a calculation as of June 3, 2016 and includes 302.39 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.