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Form 4 Woodward, Inc. For: Apr 29 Filed by: GENDRON THOMAS A

May 3, 2016 3:58 PM EDT
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
GENDRON THOMAS A

(Last) (First) (Middle)
1000 E. DRAKE ROAD

(Street)
FORT COLLINS CO 80525

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Woodward, Inc. [ WWD ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
04/29/2016
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Woodward, Inc. Common Stock 04/29/2016   M   32,129 A $ 18.49 241,983 D  
Woodward, Inc. Common Stock 04/29/2016   S   32,129 D $ 55.034 (1) 209,854 D  
Woodward, Inc. Common Stock 05/02/2016   M   41,871 A $ 18.49 251,725 D  
Woodward, Inc. Common Stock 05/02/2016   S   41,871 D $ 54 209,854 D  
Woodward, Inc. Common Stock               19,443.33 (2) I Held in the Woodward Retirement Savings Plan
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Nonqualified Stock Option (right to buy) $ 18.49 04/29/2016   M     32,129 11/15/2007 (3) 11/15/2016 Woodward, Inc. Common Stock 32,129 $ 0 41,871 D  
onqualified Stock Option (right to buy) $ 18.49 05/02/2016   M     41,871 11/15/2007 (3) 11/15/2016 Woodward, Inc. Common Stock 41,871 $ 0 0 D  
Explanation of Responses:
1. 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 $55.00 to $55.075 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.
2. The information in this report regarding the number of shares held by Mr. Gendron in the Woodward Retirement Savings Plan (the "Plan") is based on a calculation as of April 29, 2016 and includes 0.87 shares acquired under the Plan since the date of the reporting person's last Form 4 with Table I reporting.
3. Options, which expire November 15, 2016, became exercisable as to 25% of the shares on November 15, 2007 and each one-year anniversary thereafter
Rebecca L. Dees, by Power of Attorney 05/03/2016
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.


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