Woodward, Inc. — Director's Dealing 2019

Jan 31, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Woodward, Inc. (WWD)
CIK: 0000108312
Period of Report: 2019-01-29

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-01-29	Woodward, Inc. Common Stock	M	1000	$23.18	Acquired	227390	Direct
2019-01-29	Woodward, Inc. Common Stock	S	1000	$85.00	Disposed	226390	Direct
2019-01-30	Woodward, Inc. Common Stock	M	3500	$23.18	Disposed	229890	Direct
2019-01-30	Woodward, Inc. Common Stock	S	2400	$85.3788	Disposed	227490	Direct
2019-01-30	Woodward, Inc. Common Stock	S	1100	$86.5146	Disposed	226390	Direct
2019-01-31	Woodward, Inc. Common Stock	M	8500	$23.18	Acquired	234890	Direct
2019-01-31	Woodward, Inc. Common Stock	S	600	$86.1417	Disposed	234290	Direct
2019-01-31	Woodward, Inc. Common Stock	S	2900	$86.8929	Disposed	231390	Direct
2019-01-31	Woodward, Inc. Common Stock	S	5000	$90.01	Disposed	226390	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-01-29	Nonqualified Stock Option (right to buy)	$23.18	M	1000	Disposed	2019-09-30	Woodward, Inc. Common Stock (1000)	Direct
2019-01-30	Nonqualified Stock Option (right to buy)	$23.18	M	3500	Disposed	2019-09-30	Woodward, Inc. Common Stock (3500)	Direct
2019-01-31	Nonqualified Stock Option (right to buy)	$23.18	M	8500	Disposed	2019-09-30	Woodward, Inc. Common Stock (8500)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Woodward, Inc. Common Stock	20128	Indirect

Footnotes

F1: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 6, 2018.

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 $85.01 to $85.81 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 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 $86.24 to $86.75 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.

F4: 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 $85.76 to $86.56 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

F5: 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 $86.76 to $87.11 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.

F6: 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 28, 2019.

F7: Options, which expire September 30, 2019, became exercisable as to 25% of the shares on October 1, 2010 and each one-year anniversary thereafter.