Woodward, Inc. — Director's Dealing 2020

Jul 17, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Woodward, Inc. (WWD)
CIK: 0000108312
Period of Report: 2020-07-15

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-07-15	Woodward, Inc. Common Stock	M	8470.7	—	Acquired	8470.7	Direct
2020-07-15	Woodward, Inc. Common Stock	F	1688.2	$79.27	Disposed	6782.5	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-07-15	Phantom Stock	$	M	8470.7	Disposed	2020-07-15	Woodward, Inc. Common Stock (8470.7)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Woodward, Inc. Common Stock	20629	Indirect

Footnotes

F1: The reporting person participates in the Woodward Executive Benefit Plan (Plan). Pursuant to an election made under the Plan, each phantom
stock unit (PSU) distributed under the Plan on 7/15/19 entitled the reporting person to receive on share of Woodward, Inc. (Company) common
stock, less shares not distributed to the reporting person to cover tax liabilities. See footnote 3. The reporting person received a net distribution of
6782.5 shares of Company common stock. PSUs are accrued under the Plan and are to be settled in 100% stock on a 1-for-1 basis at the
distribution date specified at the time of election. Each PSU is the economic equivalent of one share of Company common stock. The total shown
represents the dollar amount of deferrals divided by the current share price and, therefore, the number of shares reported may fluctuate from
period to period. The total shown also includes PSUs acquired in connection with dividend re-investments and other acquisitions made under the

F2: The acquisition of shares represents a predetermined automatic distribution from the Plan based on the terms of the Plan and does not represent an open-market purchase by the reporting person.

F3: Shares withheld to cover the tax liability incident to the issuance of shares under the Woodward Executive Benefit Plan in accordance with Rule 16b-3.

F4: The information in this report regarding the number of shares held by the reporting person in the Woodward Retirement Savings Plan is based
on the calculation of July 16, 2020.

F5: Phantom Stock Units disposed of incident to the settlement of a distribution from the Plan in accordance with Rule 16b-3.