Sec Form 4 Filing - Fawzy Christopher @ Woodward, Inc. - 2013-12-02

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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Fawzy Christopher 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) VP, Gen Counsel & Corp Sec (Last) (First) (Middle) 1000 E. DRAKE ROAD 3. Date of Earliest Transaction (MM/DD/YY) 12/02/2013 (Street) FORT COLLINS, CO80525 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 12/03/2013 M 1,500 A $ 18.67 5,000 D Woodward, Inc. Common Stock 12/03/2013 M 1,000 D $ 28.375 6,000 D Woodward, Inc. Common Stock 12/03/2013 S 1,800 ( 1 ) D $ 42.5572 ( 2 ) 4,200 D Woodward, Inc. Common Stock 12/03/2013 G V 700 ( 3 ) D $ 0 3,500 D Woodward, Inc. Common Stock 1,221.5 ( 4 ) I 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 Phantom Stock ( 5 ) 12/02/2013 A 9.733 ( 5 )( 6 ) ( 5 )( 6 ) Woodward, Inc. Common Stock 9.733 $ 42.51 5,200.04 D Non-Qualified Employee Stock Option (right to buy) $ 18.67 12/03/2013 M 1,500 11/24/2009( 7 ) 11/24/2018 Woodward, Inc. Common Stock 1,500 $ 0 0 D Non-Qualified Employee Stock Option (right to buy) $ 28.375 12/03/2013 M 1,000 06/18/2008( 8 ) 06/18/2017 Woodward, Inc. Common Stock 1,000 $ 0 9,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Fawzy Christopher 1000 E. DRAKE ROAD FORT COLLINS, CO80525 VP, Gen Counsel & Corp Sec Signatures Jody L. Harrell, by Power of Attorney 12/04/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reporting person sold only those shares necessary to cover the exercise price of the Non-Qualified Employee Stock Options and the taxes due upon exercise. ( 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 $42.55 to $42.57 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 gifted 350 shares of common stock to his sister and 350 shares of common stock to his sister's fiance, neither of whom share the reporting person's household. ( 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 December 4, 2013. ( 5 )Represents dividends reinvested in phantom stock units under the terms of the Woodward Executive Benefit Plan (the "Plan"). Phantom stock units are accrued under the Plan and are to be settled in 100% stock on a one-for-one basis at the distribution date specified at the time of election, or if earlier, upon separation from the Company. The total shown represents the dollar amount of dividends reinvested divided by the then current share price and, therefore, the number of shares reported may fluctuate from period to period. The total shown also includes phantom stock units acquired in connection with supplemental excess benefit contributions, and other acquisitions made under the Plan. ( 6 )On December 2, 2013, dividends received by the reporting person in respect of phantom stock units held under the Plan were reinvested in Company common stock under the Paln. ( 7 )Options, which expire on November 24, 2018, became exercisable at the rate of 25% per year beginning November 24, 2009. ( 8 )Options, which expire on June 18, 2017, became exercisable at the rate of 25% per year beginning June 18, 2008.

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).

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