Woodward, Inc. — Director's Dealing 2021

Feb 13, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Woodward, Inc. (WWD)
CIK: 0000108312
Period of Report: 2021-02-10

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-10	Woodward, Inc. Common Stock	M	5075	$40.99	Acquired	5075	Direct
2021-02-10	Woodward, Inc. Common Stock	S	5075	$116.00	Disposed	0	Direct
2021-02-11	Woodward, Inc. Common Stock	M	88490	$40.99	Acquired	88490	Direct
2021-02-11	Woodward, Inc. Common Stock	S	88490	$116.111	Disposed	0	Direct
2020-11-30	Woodward, Inc. Common Stock	G	94350.465	$0.00	Disposed	96256.535	Indirect
2020-11-30	Woodward, Inc. Common Stock	G	94350.465	$0.00	Acquired	94350.465	Indirect
2021-12-31	Woodward, Inc. Common Stock	G	94350.465	$0.00	Disposed	1906.07	Indirect
2021-12-31	Woodward, Inc. Common Stock	G	94350.465	$0.00	Acquired	94350.465	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-02-10	Nonqualified Stock Option (right to buy)	$40.99	M	5075	Disposed	2023-10-01	Woodward, Inc. Common Stock (5075)	Direct
2021-02-11	Nonqualified Stock Option (right to buy)	$40.99	M	88490	Disposed	2023-10-01	Woodward, Inc. Common Stock (88490)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Woodward, Inc. Common Stock	42000	Indirect
Woodward, Inc. Common Stock	20650	Indirect

Footnotes

F1: 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 $116.00 to $116.50 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.

F2: TEAGII LLP transferred these shares to The 2020 Gendron Legacy Trust, a family trust of which the reporting person's wife is the trustee. The reporting person's wife and his children are among the beneficiaries of the trust. The reporting person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

F3: TEAGII LLP is a limited partnership of which the reporting person is the sole general partner and of which the reporting person and his wife are the sole limited partners.

F4: TEAGII LLP transferred these shares to The Gendron Descendants Trust, a family trust of which the reporting person is the trustee. The reporting person's children are among the beneficiaries of the trust. The reporting person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

F5: 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 February 10, 2021.

F6: Options, which expire October 1, 2023, became exercisable as to 25% of the shares on October 1, 2014 and each one-year anniversary thereafter.