Woodward, Inc. — Director's Dealing 2017

Feb 1, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Woodward, Inc. (WWD)
CIK: 0000108312
Period of Report: 2017-01-27

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-01-27	Woodward, Inc. Common Stock	M	13580	$32.73	Acquired	223434	Direct
2017-01-27	Woodward, Inc. Common Stock	S	13580	$70.01	Disposed	209854	Direct
2017-01-30	Woodward, Inc. Common Stock	M	31420	$32.73	Acquired	241274	Direct
2017-01-30	Woodward, Inc. Common Stock	S	31420	$69.14	Disposed	209854	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-01-27	Nonqualified Stock Option (right to buy)	$32.73	M	13580	Disposed	2018-11-16	Woodward, Inc. Common Stock (13580)	Direct
2017-01-30	Nonqualified Stock Option (right to buy)	$32.73	M	31420	Disposed	2018-11-16	Woodward, Inc. Common Stock (31420)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Woodward, Inc. Common Stock	19539.38	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 $70.00 to $70.05 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 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 $69.10 to $69.25 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.

F3: 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 January 30, 2017 and includes 96.05 shares acquired under the Plan since the date of the reporting person's last Form 4 with Table I reporting.

F4: Options, which expire November 18, 2018, became exercisable as to 25% of the shares on November 18, 2008 and each one-year anniversary
thereafter