Sec Form 4 Filing - HALBROOK JOHN A @ Woodward, Inc. - 2016-01-15

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) 1000 E. DRAKE ROAD 3. Date of Earliest Transaction (MM/DD/YY) 01/15/2016 (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 01/15/2016 M 23,229.936 ( 1 ) A 512,199.613 D Woodward, Inc. Common Stock 01/15/2016 S( 2 ) 7,849.937 ( 2 ) D $ 44.94 298,523.999 ( 3 ) D Woodward, Inc. Common Stock 220,639 I By Benita K. Halbrook as trustee for the John A. Halbrook Grantor Retained Annuity Trust Woodward, Inc. Common Stock 95,928 I By self as trustee for the Benita K. Halbrook Grantor Retained Annuity Trust Woodward, Inc. Common Stock 37,072 ( 4 ) I By self as co-trustee for The Benita K. Halbrook Living Trust Woodward, Inc. Common Stock 102,000 ( 4 ) I By self as trustee for the Benita K. Halbrook 2015 Grantor Retained Annuity Trust Woodward, Inc. Common Stock 252,746 I By self as holder of note ( 5 )

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 Units ( 1 ) 01/15/2016 M( 6 ) 23,229.936 01/15/2016( 1 ) 01/15/2016 Woodward, Inc. Common Stock 23,229.936 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other HALBROOK JOHN A 1000 E. DRAKE ROAD FORT COLLINS, CO80525 X Signatures Rebecca L. Dees, by Power of Attorney 01/20/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reporting person participates in the Woodward Executive Benefit Plan (Plan). Pursuant to an election made under the Plan, each phantom stock unit (PSU) accrued under the Plan entitled the reporting person to receive on 01/15/16 1 share of Woodward, Inc. (Company) common stock, less shares not distributed to the reporting person to cover tax liabilities. See Footnote 2. The reporting person received a net distribution of 15,379.999 shares of Company common stock. PSUs are accrued under the Plan and are to be settled in 100% stock on a 1-for-1 basis at the distribution date specified at the time of election. Each PSU is the economic equivalent of 1 share of Company common stock. The total shown represents the dollar amount of deferrals divided by the current share price and, therefore, the number of shares reported may fluctuate from period to period. The total shown also includes PSUs acquired in connection with dividend reinvestments and other acquisitions made under the Plan. ( 2 )Represents the number of shares required to be sold by the Reporting Person to cover tax withholding obligations in connection with the distribution of shares from the Plan. This sale is mandated by the terms of the Plan which require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the Reporting Person. ( 3 )The total reflects the removal of 211,019 shares held by the Halbrook Family Foundation (the "Foundation") from the Reporting Person's direct ownership, as well as the addition of 5,193.323 shares which reflect the correction of an administrative error. The Reporting Person has no pecuniary interest in the 211,019 shares held by the Foundation and the shares held by the Foundation will no longer be reported in the Reporting Person's filings on Form 4 or Form 5. ( 4 )Totals reflect transfers, without consideration, between the Benita K. Halbrook Living Trust and the Benita K. Halbrook 2015 GRAT. ( 5 )Mr. Halbrook beneficially owns 252,746 shares sold in 2011 to The Halbrook Family Irrevocable Trust (the "Halbrook Family Trust Shares"), of which Mr. Halbrook's children are the beneficiaries and trustees without dispositive power with respect to these shares. The Halbrook Family Trust Shares were sold by Mr. Halbrook in exchange for a promissory note. ( 6 )Phantom stock units disposed of incident to the settlement of a distribution from the Plan in accordance with Rule 16b-3.

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).

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