Woodward, Inc. — Director's Dealing 2017

Feb 23, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Woodward, Inc. (WWD)
CIK: 0000108312
Period of Report: 2017-02-21

Reporting Person: GENDRON THOMAS A (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-21	Woodward, Inc. Common Stock	M	45000	$32.73	Acquired	254854	Direct
2017-02-21	Woodward, Inc. Common Stock	F	28464	$71.19	Disposed	226390	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-21	Nonqualified Stock Option (right to buy)	$32.73	M	45000	Disposed	2017-11-16	Woodward, Inc. Common Stock (45000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Woodward, Inc. Common Stock	19725.76	Indirect

Footnotes

F1: Includes (i) already owned shares of common stock delivered for payment of the exercise price and (ii) shares withheld to cover the tax liability, in each case incident to the exercise of a security issued in accordance with Rule 16b-3.

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 February 21,2017 and includes 186.38 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.