Sec Form 4 Filing - HALBROOK JOHN A @ Woodward, Inc. - 2017-08-15

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 HALBROOK JOHN 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 _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 1081 WOODWARD WAY 3. Date of Earliest Transaction (MM/DD/YY) 08/15/2017 (Street) FORT COLLINS, CO80524 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 08/04/2017 J( 1 ) V 29,186 A $ 0 350,520.999 D Woodward, Inc. Common Stock 08/15/2017 S 1,556 D $ 70 348,964.999 D Woodward, Inc. Common Stock 08/16/2017 M 5,700 A $ 32.73 354,664.999 D Woodward, Inc. Common Stock 08/16/2017 S 7,144 D $ 70.0232 ( 2 ) 347,520.999 D Woodward, Inc. Common Stock 162,707 ( 1 ) I By Benita K. Halbrook as trustee for the John A. Halbrook Grantor Retained Annuity Trust Woodward, Inc. Common Stock 79,980 I By self as co-trustee for The Benita K. Halbrook Living Trust Woodward, Inc. Common Stock 102,000 I By self as trustee for the Benita K. Halbrook 2015 Grantor Retained Annuity Trust Woodward, Inc. Common Stock 251,681 I By self as holder of note ( 3 )

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 Non-Qualified Stock Option (Right to Buy) $ 32.73 08/16/2017 M 5,700 11/16/2008( 4 ) 11/15/2017( 4 ) Woodward, Inc. Common Stock 5,700 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other HALBROOK JOHN A 1081 WOODWARD WAY FORT COLLINS, CO80524 X Signatures Rebecca L. Dees, by Power of Attorney 08/17/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Reporting Person executed a transfer of 29,186 shares held in the John A. Halbrook Grantor Annuity Trust to the John A. Halbrook Living Trust. ( 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 $70.00 to $70.2839 per share. The reporting person has reported these shares 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 beneficially owns 251,681 shares sold in 2011 to The Halbrook Family Irrevocable Trust (the "Halbrook Family Trust Shares"), of which the Reporting Person's children are the beneficiaries and trustees without dispositive power with respect to the Halbrook Family Trust Shares. The Halbrook Family Trust Shares were sold by the Reporting Person in exchange for a promissory note. ( 4 )Options, which expire November 15, 2017, became exercisable at the rate of 25% per year beginning on November 16, 2008, and each one year anniversary thereafter.

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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