Woodward, Inc. — Director's Dealing 2016

Mar 2, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Woodward, Inc. (WWD)
CIK: 0000108312
Period of Report: 2016-02-29

Reporting Person: Preiss Chad Robert (President, Engine Systems)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-29	Woodward, Inc. Common Stock	M	7200	$18.49	Acquired	23517.406	Direct
2016-02-29	Woodward, Inc. Common Stock	S	7200	$47.1419	Disposed	16317.406	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-29	Nonqualified Stock Option (Right to buy)	$18.49	M	7200	Disposed	2016-11-15	Woodward, Inc. Common Stock (7200)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Woodward, Inc. Common Stock	14542.67	Indirect

Footnotes

F1: The reporting person sold shares in multiple same day, same way open market sales, with prices ranging from $47.10 to $47.21 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. Preiss in the Woodward Retirement Savings Plan (the "Plan") is based on a calculation as of February 26, 2016.

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.