Woodward, Inc. — Director's Dealing 2016

Mar 9, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Woodward, Inc. (WWD)
CIK: 0000108312
Period of Report: 2016-03-07

Reporting Person: Weber Robert F Jr (CFO & Treasurer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-03-07	Woodward, Inc. Common Stock	M	30000	$18.49	Acquired	58263	Direct
2016-03-07	Woodward, Inc. Common Stock	F	20010	$49.97	Disposed	38253	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-03-07	Nonqualified Stock Option (right to buy)	$18.49	M	30000	Disposed	2016-11-15	Woodward, Inc. Common Stock (30000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Woodward, Inc. Common Stock	3105.94	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. Weber in the Woodward Retirement Savings Plan (the "Plan") is based on a
calculation as of March 04, 2016 and includes 316.10 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.