Woodward, Inc. — Director's Dealing 2016

Apr 29, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Woodward, Inc. (WWD)
CIK: 0000108312
Period of Report: 2016-04-28

Reporting Person: Rudolph James D (President, Ind. Turb. Systems)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-04-28	Woodward, Inc. Common Stock	M	16500	$18.49	Acquired	32818	Direct
2016-04-28	Woodward, Inc. Common Stock	S	16500	$54.9322	Disposed	16318	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-04-28	Non-Qualified Stock Option (Right to Buy)	$18.49	M	16500	Disposed	2016-11-15	Woodward, Inc. Common Stock (16500)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Woodward, Inc. Common Stock	18636.04	Indirect

Footnotes

F1: The reporting person sold shares in multiple same day, same way open market sales, with prices ranging from $54.82 to $54.995 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 Mr. Rudolph in the Woodward Retirement Savings Plan (the "Plan") is based on a
calculation as of April 28,2016, and includes 437.872 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.