Woodward, Inc. — Director's Dealing 2019

May 4, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Woodward, Inc. (WWD)
CIK: 0000108312
Period of Report: 2019-05-02

Reporting Person: Patel Sagar A (Pres. Air. Turb. Systems)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-05-02	Woodward, Inc. Common Stock	M	25000	$33.12	Acquired	26404.3	Direct
2019-05-02	Woodward, Inc. Common Stock	M	23500	$33.64	Acquired	49904.3	Direct
2019-05-02	Woodward, Inc. Common Stock	M	24500	$25.57	Acquired	74404.3	Direct
2019-05-02	Woodward, Inc. Common Stock	S	37305	$106.8812	Disposed	37099.3	Direct
2019-05-02	Woodward, Inc. Common Stock	S	35695	$107.5823	Disposed	1404.3	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-05-02	Nonqualifed Stock Option (Right to Buy)	$33.12	M	25000	Disposed	2021-06-27	Woodward, Inc. Common Stock (25000)	Direct
2019-05-02	Nonqualifed Stock Option (Right to Buy)	$33.64	M	23500	Disposed	2022-10-01	Woodward, Inc. Common Stock (23500)	Direct
2019-05-02	Nonqualifed Stock Option (Right to Buy)	$25.57	M	24500	Disposed	2021-10-03	Woodward, Inc. Common Stock (24500)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Woodward, Inc. Common Stock	1314	Indirect

Footnotes

F1: Total reflects 54.3 shares acquired upon reinvestment of dividends since the date of the reporting person's last Form 4 with Table I reporting.

F2: The reporting person sold shares in multiple same day, same way open market sales, with prices ranging from $106.26 to $107.24 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.

F3: The reporting person sold shares in multiple same day, same way open market sales, with prices ranging from $107.28 to $107.94 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.

F4: 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 2, 2019.

F5: Options, which expire June 27, 2021, became exercisable as to 25% of the shares on June 27, 2012, and each one-year anniversary thereafter.

F6: Options, which expire October 01, 2022, became exercisable as to 25% of the shares on October 1, 2013, and each one-year anniversary thereafter.

F7: Options, which expire October 3, 2021, became exercisable as to 25% of the shares on October 3, 2012, and each one-year anniversary thereafter.