Sec Form 4 Filing - DONOVAN PAUL @ Woodward, Inc. - 2020-06-03

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person DONOVAN PAUL 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) 06/03/2020 (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 06/03/2020 S 7,634 D $ 73.73 ( 1 ) 0 D Woodward, Inc. Common Stock 06/03/2020 M 6,700 A $ 25.57 6,700 I Shares held indirectly in the DJPC&G, LLC Woodward, Inc. Common Stock 06/03/2020 S 6,700 D $ 76.01 ( 2 ) 0 I Shares held indirectly in the DJPC&G, LLC Woodward, Inc. Common Stock 1,231 ( 3 ) I Shares held indirectly in the Reporting Person's spouse's IRA

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) $ 25.57 06/03/2020 M 6,700 10/03/2012( 4 ) 10/03/2021 Woodward, Inc. Common Stock 6,700 $ 0 0 ( 5 ) I Options held indirectly in the DJPC&G, LLC

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other DONOVAN PAUL 1081 WOODWARD WAY FORT COLLINS, CO80524 X Signatures Rebecca L. Dees, by Power of Attorney 06/05/2020 Signature of Reporting Person Date

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 $73.60 to $73.98 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 $76.00 to $76.06 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 separateprice. ( 3 )The Reporting Person disclaims beneficial ownership of the shares held in his spouse's IRA. ( 4 )Options are fully vested and exercisable. ( 5 )Reflects the Reporting Person's transfer of vested options to DJPC&G, LLC (the "LLC"). The Reporting Person and his spouse are members of the LLC.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.