X0306 4 2019-02-01 0 0000108312 Woodward, Inc. WWD 0001113706 GENDRON THOMAS A 1081 WOODWARD WAY FORT COLLINS CO 80524 1 1 0 0 President and CEO Woodward, Inc. Common Stock 2019-02-05 4 M 0 8500 23.18 A 234890 D Woodward, Inc. Common Stock 2019-02-05 4 S 0 8500 90.0349 D 226390 D Woodward, Inc. Common Stock 2019-02-06 4 M 0 8500 23.18 A 234890 D Woodward, Inc. Common Stock 2019-02-06 4 S 0 8462 89.8424 D 226428 D Woodward, Inc. Common Stock 2019-02-06 4 S 0 38 90.27 D 226390 D Woodward, Inc. Common Stock 2019-02-07 4 M 0 3500 23.18 A 229890 D Woodward, Inc. Common Stock 2019-02-07 4 S 0 3200 88.7945 D 226690 D Woodward, Inc. Common Stock 2019-02-07 4 S 0 300 89.38 D 226390 D Woodward, Inc. Common Stock 20128 I Held in the Woodward Retirement Savings Plan Nonqualified Stock Option (right to buy) 23.18 2019-02-05 4 M 0 8500 0.00 D 2010-10-01 2019-09-30 Woodward, Inc. Common Stock 8500 68010 D Nonqualified Stock Option (right to buy) 23.18 2019-02-06 4 M 0 8500 0.00 D 2010-10-01 2019-09-30 Woodward, Inc. Common Stock 8500 59510 D Nonqualified Stock Option (right to buy) 23.18 2019-02-07 4 M 0 3500 0.00 D 2010-10-01 2019-09-30 Woodward, Inc. Common Stock 3500 56010 D 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. 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 $89.62 to $90.50 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. 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 $89.22 to $90.07 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. 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 $88.35 to $89.13 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. 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. Options, which expire September 30, 2019, became exercisable as to 25% of the shares on October 1, 2010 and each one-year anniversary thereafter. Rebecca L. Dees, by Power of Attorney 2019-02-07