Woodward, Inc. — Director's Dealing 2017

Feb 8, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Woodward, Inc. (WWD)
CIK: 0000108312
Period of Report: 2017-02-06

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-06	Woodward, Inc. Common Stock	M	3400	$32.73	Acquired	20042.281	Direct
2017-02-06	Woodward, Inc. Common Stock	S	3400	$70.0268	Disposed	16642.281	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-06	Nonqualified Stock Option (Right to buy)	$32.73	M	3400	Disposed	2017-11-16	Woodward, Inc. Common Stock (3400)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Woodward, Inc. Common Stock	14636	Indirect

Footnotes

F1: The reporting person sold shares in multiple same day, same way open market sales, with prices ranging from $70.00 to $70.08 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 Issuer or a security holder of the Issuer, 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 February 6, 2017, and includes 20 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.