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Woodward, Inc. Director's Dealing 2016

May 3, 2016

30412_dirs_2016-05-03_34c4599f-fa31-4668-9dcd-e5120bdc017e.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Woodward, Inc. (WWD)
CIK: 0000108312
Period of Report: 2016-04-29

Reporting Person: GENDRON THOMAS A (Director, President and CEO)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2016-04-29 Woodward, Inc. Common Stock M 32129 $18.49 Acquired 241983 Direct
2016-04-29 Woodward, Inc. Common Stock S 32129 $55.034 Disposed 209854 Direct
2016-05-02 Woodward, Inc. Common Stock M 41871 $18.49 Acquired 251725 Direct
2016-05-02 Woodward, Inc. Common Stock S 41871 $54.00 Disposed 209854 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2016-04-29 Nonqualified Stock Option (right to buy) $18.49 M 32129 Disposed 2016-11-15 Woodward, Inc. Common Stock (32129) Direct
2016-05-02 onqualified Stock Option (right to buy) $18.49 M 41871 Disposed 2016-11-15 Woodward, Inc. Common Stock (41871) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Woodward, Inc. Common Stock 19443.33 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 $55.00 to $55.075 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. Gendron in the Woodward Retirement Savings Plan (the "Plan") is based on a
calculation as of April 29, 2016 and includes 0.87 shares acquired under the Plan since the date of the reporting person's last Form 4 with Table I reporting.

F3: Options, which expire November 15, 2016, became exercisable as to 25% of the shares on November 15, 2007 and each one-year anniversary
thereafter