Woodward, Inc. — Director's Dealing 2017

May 18, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Woodward, Inc. (WWD)
CIK: 0000108312
Period of Report: 2017-05-17

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-05-17	Woodward, Inc. Common Stock	M	7500	$18.67	Acquired	34053	Direct
2017-05-17	Woodward, Inc. Common Stock	S	7500	$66.4946	Disposed	26533	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-05-17	Non-Qualified Stock Option (Right to Buy)	$18.67	M	7500	Disposed	2018-11-24	Woodward, Inc. Common Stock (14500)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Woodward, Inc. Common Stock	3320	Indirect

Footnotes

F1: The reporting person sold shares in multiple same day, same way open market transactions, with prices ranging from $66.40 to $66.60 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 the reporting person in the Woodward Retirement Savings Plan (the "Plan") is based on a calculation as of May 17,2017 and includes 198 shares acquired under the Plan since the date of the reporting person's last Form 4 with Table I reporting.

F3: Options, which expire on November 24, 2018, became exercisable at the rate of 25% per year beginning on November 24, 2009.