Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *
  Taylor Matthew Freeman
2. Date of Event Requiring Statement (Month/Day/Year)
02/02/2018
3. Issuer Name and Ticker or Trading Symbol
Woodward, Inc. [WWD]
(Last)
(First)
(Middle)
1081 WOODWARD WAY
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President, Airframe Systems
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

FORT COLLINS, CO 80615
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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Woodward, Inc. Common Stock 4,297
D
 
Woodward, Inc. Common Stock 3,231
I
By Woodward Retirement Savings Plan (1)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Phantom Stock   (2)   (2) Woodward, Inc. Common Stock 4,396 $ (2) D  
Non-Qualified Stock Option (Right to Buy) 11/24/2009(3) 11/24/2018 Woodward, Inc. Common Stock 4,000 $ 18.67 D  
Non-Qualified Stock Option (Right to Buy) 10/01/2010(3) 10/01/2019 Woodward, Inc. Common Stock 8,000 $ 23.18 D  
Non-Qualified Stock Option (Right to Buy) 10/01/2011(3) 10/01/2020 Woodward, Inc. Common Stock 7,000 $ 32.04 D  
Non-Qualified Stock Option (Right to Buy) 10/03/2012(3) 10/03/2021 Woodward, Inc. Common Stock 10,500 $ 25.57 D  
Non-Qualified Stock Option (Right to Buy) 10/01/2013(3) 10/01/2022 Woodward, Inc. Common Stock 9,100 $ 33.64 D  
Non-Qualified Stock Option (Right to Buy) 01/14/2014(3) 01/14/2023 Woodward, Inc. Common Stock 10,000 $ 38.88 D  
Non-Qualified Stock Option (Right to Buy) 10/01/2014(3) 10/01/2023 Woodward, Inc. Common Stock 10,200 $ 40.99 D  
Non-Qualified Stock Option (Right to Buy) 10/01/2015(4) 10/01/2024 Woodward, Inc. Common Stock 17,900 $ 46.55 D  
Non-Qualified Stock Option (Right to Buy) 10/01/2016(5) 10/01/2025 Woodward, Inc. Common Stock 14,600 $ 40.26 D  
Non-Qualified Stock Option (Right to Buy) 10/03/2017(6) 10/03/2026 Woodward, Inc. Common Stock 10,800 $ 62.57 D  
Non-Qualified Stock Option (Right to Buy) 10/02/2018(7) 10/02/2027 Woodward, Inc. Common Stock 9,600 $ 78.97 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Taylor Matthew Freeman
1081 WOODWARD WAY
FORT COLLINS, CO 80615
      President, Airframe Systems  

Signatures

Rebecca L. Dees, by Power of Attorney 02/09/2018
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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 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 2, 2018.
(2) The Reporting Person participates in the Woodward Executive Benefit Plan (the "Plan"). Phantom stock units are accrued under the Plan and are to be settled in 100% common stock on a one-for-one basis at the distribution date specified at the time of election, or if earlier, upon separation from the Issuer. The total shown represents the dollar amount of deferrals, divided by the then current share price and, therefore, the number of shares reported may fluctuate from period to period.
(3) Options are fully vested.
(4) Options become exercisable as to 25% of the shares on October 1, 2015 and each one-year anniversary thereafter.
(5) Options become exercisable as to 25% of the shares on October 1, 2016 and each one-year anniversary thereafter.
(6) Options become exercisable as to 25% of the shares on October 3, 2017 and each one-year anniversary thereafter.
(7) Options become exercisable as to 25% of the shares on October 2, 2018 and each one-year anniversary thereafter.

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