Woodward, Inc. — Director's Dealing 2019

Feb 1, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Woodward, Inc. (WWD)
CIK: 0000108312
Period of Report: 2019-01-31

Reporting Person: Taylor Matthew Freeman (President, Airframe Systems)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-01-31	Woodward, Inc. Common Stock	M	6000	$23.18	Acquired	10836.466	Direct
2019-01-31	Woodward, Inc. Common Stock	S	6000	$90.4825	Disposed	4836.466	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-01-31	Non-Qualified Stock Option (Right to Buy)	$23.18	M	6000	Disposed	2019-09-30	Woodward, Inc. Common Stock (6000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Woodward, Inc. Common Stock	3438.68	Indirect

Footnotes

F1: The reporting person executed a trade order through a broker-dealer which resulted in multiple same day, same way open market purchases, with prices ranging from $90.46 to $90.65 per share. The reporting person has reported these purchases 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 purchased 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 January 31, 2019 and includes 15.47 shares acquired under the Plan since the date of the reporting person's last Form 4 with Table I reporting.

F3: Options, which expire September 30, 2019, became exercisable as to 25% of the shares on October 1, 2010 and each one-year anniversary thereafter.