Gendron Thomas A Form 4 Woodward / THOMAS A GENDRON ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

GENDRON THOMAS A

(Last) (First) (Middle)

1081 WOODWARD WAY

(Street)

FORT COLLINS CO 80524

(City) (State) (Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/24/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	02/24/2021		M		44,915	A	$40.99	50,702	D
Woodward, Inc. Common Stock	02/24/2021		S		40,618	D	$122.438(1)	10,084	D
Woodward, Inc. Common Stock	02/24/2021		S		4,297	D	$123.057(2)	5,787	D
Woodward, Inc. Common Stock	02/25/2021		M		2,392	A	$40.99	8,179	D
Woodward, Inc. Common Stock	02/25/2021		S		1,701	D	$120.294(3)	6,478	D
Woodward, Inc. Common Stock	02/25/2021		S		691	D	$121.303(4)	5,787	D
Woodward, Inc. Common Stock								42,000	I	The T2G Family Foundation(5)
Woodward, Inc. Common Stock								1,906.07	I	TEAGII, LLP(6)
Woodward, Inc. Common Stock								94,350.465	I	The 2020 Gendron Legacy Trust(7)
Woodward, Inc. Common Stock								94,350.465	I	The Gendron Descendants Trust(8)
Woodward, Inc. Common Stock								20,650	I	Woodward Retirement Savings Plan(9)

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. 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: 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)	$40.99	02/24/2021		M			44,915	10/01/2014(10)	10/01/2023(10)	Woodward, Inc. Common Stock	44,915	$0.00	19,220	D
Non-Qualified Stock Option (Right to Buy)	$40.99	02/25/2021		M			2,392	10/01/2014(10)	10/01/2023(10)	Woodward, Inc. Common Stock	2,392	$0.00	16,828	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 $122.00 to $122.99 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 $123.00 to $123.17 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 $120.00 to $120.94 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 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 $121.00 to $121.59 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.

5. The T2G Family Foundation is a family foundation in which the Reporting Person retains control of the shares held by the foundation.

6. TEAGII LLP is a limited partnership of which the reporting person is the sole general partner and of which the reporting person and his wife are the sole limited partners.

7. The 2020 Gendron Legacy Trust is a family trust of which the reporting person's wife is the trustee.

8. The Gendron Descendants Trust is a family trust of which the reporting person is the trustee.

9. 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 February 10, 2021.

10. Options, which expire October 1, 2023, became exercisable as to 25% of the shares on October 1, 2014 and each one-year anniversary thereafter.

Remarks:

	Rebecca L. Dees, by Power of Attorney	02/25/2021
	** Signature of Reporting Person	Date
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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