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: Weber Robert F Jr (CFO & Treasurer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-05-02	Woodward, Inc. Common Stock	M	10000	$23.18	Acquired	36553	Direct
2019-05-02	Woodward, Inc. Common Stock	M	15000	$32.04	Acquired	51553	Direct
2019-05-02	Woodward, Inc. Common Stock	S	13300	$106.864	Disposed	38253	Direct
2019-05-02	Woodward, Inc. Common Stock	S	11700	$107.446	Disposed	26533	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-05-02	Non-Qualified Stock Option (Right to Buy)	$23.18	M	10000	Disposed	2019-10-01	Woodward, Inc. Common Stock (10000)	Direct
2019-05-02	Non-Qualified Stock Option (Right to Buy)	$32.04	M	15000	Disposed	2020-10-01	Woodward, Inc. Common Stock (15000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Woodward, Inc. Common Stock	3689	Indirect

Footnotes

F1: The reporting person sold shares in multiple same day, same way open market transactions, with prices ranging from $106.19 to $107.18 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 Company or a security holder of the Company, full information regarding the number of shares sold at each separate price.

F2: The reporting person sold shares in multiple same day, same way open market transactions, with prices ranging from $107.19 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 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 May 2, 2019.

F4: Options, which expire on October 1, 2019, became exercisable at the rate of 25% per year beginning on October 1, 2010.

F5: Options, which expire on October 1, 2020, became exercisable at the rate of 25% per year beginning on October 1, 2011.