Ownership Submission
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 OF SECURITIES

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
GENDRON THOMAS 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
__X__ Officer (give title below) _____ Other (specify below)
President and CEO
(Last)
(First)
(Middle)
1000 E. DRAKE ROAD		 3. Date of Earliest Transaction (Month/Day/Year)
02/26/2014
(Street)

FORT COLLINS, CO 80525		 4. If Amendment, Date 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
(City)
(State)
(Zip)
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 02/26/2014   M   30,521 A $ 11.9084 188,085 D  
Woodward, Inc. Common Stock 02/26/2014   M   30,521 D $ 43.04 (1) 157,564 D  
Woodward, Inc. Common Stock 02/26/2014   M   60,000 A $ 11.9084 217,564 D  
Woodward, Inc. Common Stock 02/26/2014   F/K   36,776 (2) D $ 43.12 180,788 D  
Woodward, Inc. Common Stock 02/27/2014   M   29,479 A $ 11.9084 210,267 D  
Woodward, Inc. Common Stock 02/27/2014   M   29,479 D $ 42.97 (3) 180,788 D  
Woodward, Inc. Common Stock               18,590 (4) I Held in the Woodward Retirement Savings Plan

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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 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
Nonqualified Stock Option (right to buy) $ 11.9084 02/26/2014   M     30,521 11/24/2005(5) 11/24/2014 Woodward, Inc. Common Stock 30,521 $ 0 89,479 D  
Nonqualified Stock Option (right to buy) $ 11.9084 02/26/2014   M     60,000 11/24/2005(5) 11/24/2014 Woodward, Inc. Common Stock 60,000 $ 0 29,479 D  
Nonqualified Stock Option (right to buy) $ 11.9084 02/27/2014   M     29,479 11/24/2005(5) 11/24/2014 Woodward, Inc. Common Stock 29,479 $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
GENDRON THOMAS A
1000 E. DRAKE ROAD
FORT COLLINS, CO 80525		   X     President and CEO  

Signatures

 Jody L. Harrell, by Power of Attorney   02/28/2014
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(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 $42.87 to $43.32 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) Includes (i) already owned shares of common stock delivered for payment of the exercise price and (ii) shares withheld to cover the tax liability, in each case incident to the exercise of a security issued in accordance with Rule 16b-3.
(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 $42.725 to $43.12 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 information in this report regarding the number of shares held by Mr. Gendron in the Woodward Retirement Savings Plan is based on a calculation as of February 27, 2014.
(5) Options become exercisable at the rate of 25% per year beginning one year from date of grant.

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