Woodward, Inc. — Director's Dealing 2017

Aug 17, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Woodward, Inc. (WWD)
CIK: 0000108312
Period of Report: 2017-08-15

Reporting Person: HALBROOK JOHN A (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-08-04	Woodward, Inc. Common Stock	J	29186	$0.00	Acquired	350520.999	Direct
2017-08-15	Woodward, Inc. Common Stock	S	1556	$70.00	Disposed	348964.999	Direct
2017-08-16	Woodward, Inc. Common Stock	M	5700	$32.73	Acquired	354664.999	Direct
2017-08-16	Woodward, Inc. Common Stock	S	7144	$70.0232	Disposed	347520.999	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-08-16	Non-Qualified Stock Option (Right to Buy)	$32.73	M	5700	Disposed	2017-11-15	Woodward, Inc. Common Stock (5700)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Woodward, Inc. Common Stock	162707	Indirect
Woodward, Inc. Common Stock	79980	Indirect
Woodward, Inc. Common Stock	102000	Indirect
Woodward, Inc. Common Stock	251681	Indirect

Footnotes

F1: The Reporting Person executed a transfer of 29,186 shares held in the John A. Halbrook Grantor Annuity Trust to the John A. Halbrook Living Trust.

F2: 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 $70.00 to $70.2839 per share. The reporting person has reported these shares 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.

F3: The Reporting Person beneficially owns 251,681 shares sold in 2011 to The Halbrook Family Irrevocable Trust (the "Halbrook Family Trust Shares"), of which the Reporting Person's children are the beneficiaries and trustees without dispositive power with respect to the Halbrook Family Trust Shares. The Halbrook Family Trust Shares were sold by the Reporting Person in exchange for a promissory note.

F4: Options, which expire November 15, 2017, became exercisable at the rate of 25% per year beginning on November 16, 2008, and each one year anniversary thereafter.