FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      
1. Name and Address of Reporting Person * Weber Robert F Jr 2. Issuer Name and Ticker or Trading Symbol Woodward, Inc. [ WWD ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Vice Chairman & CFO
(Last)         (First)         (Middle)
1081 WOODWARD WAY
3. Date of Earliest Transaction (MM/DD/YYYY)
8/11/2020
(Street)
FORT COLLINS, CO 80524
(City)       (State)       (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)
 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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  8/11/2020    M    11974  A $25.57  38527  D   
Woodward, Inc. Common Stock  8/11/2020    S    7812  D $86.20 (1) 30715  D   
Woodward, Inc. Common Stock  8/11/2020    S    4162  D $87.27 (2) 26553  D   
Woodward, Inc. Common Stock  8/12/2020    M    10526  A $25.57  37079  D   
Woodward, Inc. Common Stock  8/12/2020    S    10526  D $85.996 (3) 26553  D   
Woodward, Inc. Common Stock                 3846.28 (4) I  Woodward Retirement Savings Plan 

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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
Non-Qualified Stock Option (Right to Buy)  $25.57  8/11/2020    M        11974   10/3/2012 (5) 10/3/2021 (5) Woodward, Inc. Common Stock  11974  $0.00  10526  D   
Nonqualified Stock Option (right to buy)  $25.57  8/12/2020    M        10526   10/3/2012 (5) 10/3/2021 (5) Woodward, Inc. Common Stock  10526  $0.00  0  D   

Explanation of Responses:
(1)  The reporting person sold shares in multiple same day, same way open market transactions, with prices ranging from $86.00 to $86.54 per share. The reporting person has reported these sales on an aggregate basis using the weighted average price for the sales. 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 reporting person sold shares in multiple same day, same way open market transactions, with prices ranging from $87.06 to $87.51 per share. The reporting person has reported these sales on an aggregate basis using the weighted average price for the sales. 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.
(3)  The reporting person sold shares in multiple same day, same way open market transactions, with prices ranging from $85.69 to $86.48 per share. The reporting person has reported these sales on an aggregate basis using the weighted average price for the sales. 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.
(4)  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 August 11, 2020.
(5)  Options, which expire on October 3, 2021, became exercisable at the rate of 25% per year beginning on October 3, 2012.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Weber Robert F Jr
1081 WOODWARD WAY
FORT COLLINS, CO 80524


Vice Chairman & CFO

Signatures
Phoebe A. Larson, by Power of Attorney 8/13/2020
**Signature of Reporting Person Date
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