Woodward, Inc. — Director's Dealing 2020

Jan 3, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Woodward, Inc. (WWD)
CIK: 0000108312
Period of Report: 2019-12-31

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-12-31	Woodward, Inc. Common Stock	M	3500	$25.57	Acquired	187890	Direct
2019-12-31	Woodward, Inc. Common Stock	S	3500	$117.69	Disposed	184390	Direct
2019-12-31	Woodward, Inc. Common Stock	G	184390	$0.00	Disposed	0	Direct
2020-01-02	Woodward, Inc. Common Stock	M	8500	$25.57	Acquired	8500	Direct
2020-01-02	Woodward, Inc. Common Stock	S	8500	$119.7259	Disposed	0	Direct
2020-01-03	Woodward, Inc. Common Stock	M	3500	$25.57	Acquired	3500	Direct
2020-01-03	Woodward, Inc. Common Stock	S	3500	$119.30	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-12-31	Nonqualified Stock Option (right to buy)	$25.57	M	3500	Disposed	2021-10-03	Woodward, Inc. Common Stock (3500)	Direct
2020-01-02	Nonqualified Stock Option (right to buy)	$25.57	M	8500	Disposed	2021-10-03	Woodward, Inc. Common Stock (8500)	Direct
2020-01-03	Nonqualified Stock Option (right to buy)	$25.57	M	3500	Disposed	2021-10-03	Woodward, Inc. Common Stock (3500)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Woodward, Inc. Common Stock	20401	Indirect
Woodward, Inc. Common Stock	42000	Indirect
Woodward, Inc. Common Stock	184390	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 4, 2019.

F2: Shares were gifted from the reporting person's direct ownership to the TEAGII LLP. The Reporting Person and his spouse retain joint control of the shares held by TEAGII LLP.

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 $119.32 to $120.01 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 information in this report regarding the number of shares held by the reporting person in the Woodward Retirement Savings Plan is based on a calculation as of December 18, 2019.

F5: Options, which expire October 3, 2021, became exercisable as to 25% of the shares on October 3, 2012 and each one-year anniversary thereafter.