Woodward, Inc. — Director's Dealing 2017

Mar 2, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Woodward, Inc. (WWD)
CIK: 0000108312
Period of Report: 2017-03-01

Reporting Person: Glass Martin Val (President, Airframe Systems)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-03-01	Woodward, Inc. Common Stock	M	26000	$32.73	Acquired	88781	Direct
2017-03-01	Woodward, Inc. Common Stock	S	26000	$71.9366	Disposed	62781	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-03-01	Non-Qualified Stock Option (Right to Buy)	$32.73	M	26000	Disposed	2017-11-16	Woodward, Inc. Common Stock (26000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Woodward, Inc. Common Stock	21868.5	Indirect

Footnotes

F1: 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 $71.72 to $72.20 per share. The reporting person has reported these sales 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.

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 March 1, 2017, and includes 291.11 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 16, 2017, became exercisable as to 25% of the shares on November 16, 2008 and each one-year anniversary thereafter.