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 *

GENDRON THOMAS A
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
(Last)          (First)          (Middle)

1081 WOODWARD WAY
3. Date of Earliest Transaction (MM/DD/YYYY)

8/27/2020
(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 8/27/2020  M  11163 A$33.64 17945.5 D  
Woodward, Inc. Common Stock 8/27/2020  S  11163 D$87.052 (1)6782.5 D  
Woodward, Inc. Common Stock 8/28/2020  M  131637 A$33.64 138419.5 D  
Woodward, Inc. Common Stock 8/28/2020  S  88239 D$87.052 (2)50180.5 D  
Woodward, Inc. Common Stock 8/28/2020  S  43398 D$87.457 (3)6782.5 D  
Woodward, Inc. Common Stock         20619 (4)I Held in the Woodward Retirement Savings Plan 
Woodward, Inc. Common Stock         42000 I Held in the T2G Family Foundation 
Woodward, Inc. Common Stock         184390 I Held in the TEAGII LLP 

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 Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Nonqualified Stock Option (right to buy) $33.64 8/27/2020  M     11163  10/1/2013 (5)10/1/2022 (5)Woodward, Inc. Common Stock 11163 $0.00 131637 D  
Nonqualified Stock Option (right to buy) $33.64 8/28/2020  M     131637  10/1/2013 (5)10/1/2022 (5)Woodward, Inc. Common Stock 131637 $0.00 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 $87.00 to $87.34 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 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 $86.358 to $87.34 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.
(3) 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 $87.35 to $87.65 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.
(4) 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 August 27, 2020.
(5) Options, which expire October 1, 2022, became exercisable as to 25% of the shares on October 1, 2013 and each one-year anniversary thereafter.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
GENDRON THOMAS A
1081 WOODWARD WAY
FORT COLLINS, CO 80524
X
President and CEO

Signatures
Rebecca L. Dees, by Power of Attorney8/28/2020
**Signature of Reporting PersonDate

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