Woodward, Inc. — Director's Dealing 2017

Jul 21, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Woodward, Inc. (WWD)
CIK: 0000108312
Period of Report: 2017-07-19

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-07-19	Woodward, Inc. Common Stock	M	168.94	—	Acquired	16811.22	Direct
2017-07-19	Woodward, Inc. Common Stock	F	50.94	$69.30	Disposed	16760.28	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-07-19	Phantom Stock	$	M	168.94	Disposed	2017-07-19	Woodward, Inc. Common Stock (168.94)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Woodward, Inc. Common Stock	14874	Indirect

Footnotes

F1: The reporting person participates in the Woodward Executive Benefit Plan (Plan). Pursuant to an election made under the Plan, each phantom stock unit (PSU) distributed under the Plan on 7/19/2017 entitled the reporting person to receive on share of Woodward, Inc. (Company) common stock, less shares not distributed to the reporting person to cover tax liabilities. See footnote 3. The reporting person received a net distribution of 118 shares of Company common stock. PSUs are accrued under the Plan and are to be settled in 100% stock on a 1-for-1 basis at the distribution date specified at the time of election. Each PSU is the economic equivalent of one share of Company common stock. The total shown represents the dollar amount of deferrals divided by the current share price and, therefore, the number of shares reported may fluctuate from period to period. The total shown also includes PSUs acquired in connection with dividend re-investments and other acquisitions made under the Plan.

F2: The acquisition of shares represents a predetermined automatic distribution from the Plan based on the terms of the Plan and does not represent an open-market purchase by the reporting person.

F3: Shares withheld to cover the tax liability incident to the issuance of shares under the Woodward Executive Benefit Plan in accordance with Rule 16b-3.

F4: The information in this report regarding the number of shares held by the reporting person in the Woodward Retirement Savings Plan is based on the calculation of July 19, 2017 and includes 238 shares acquired under the Woodward Retirement Savings Plan since the date of the reporting person's last Form 4 with Table I reporting.

F5: Phantom Stock Units disposed of incident to the settlement of a distribution from the Plan in accordance with Rule 16b-3.