Ownership Submission
FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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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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)

1081 WOODWARD WAY
3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
09/30/2016
(Street)


FORT COLLINS, CO 80524
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Reporting
(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 at end of Issuer's Fiscal Year
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
Woodward, Inc. Common Stock 06/28/2016   G 53,020 (1) D $ 0 0 (2) I By self as trustee for the Benita K. Halbrook Grantor Retained Annuity Trust
Woodward, Inc. Common Stock             328,334.999 (3) D  
Woodward, Inc. Common Stock             191,893 (4) I By Benita K. Halbrook as trustee for the John A. Halbrook Grantor Retained Annuity Trust
Woodward, Inc. Common Stock             79,980 (5) I By self as co-trustee for the Benita K. Halbrook Living Trust
Woodward, Inc. Common Stock             102,000 I By self as trustee for the Benita K. Halbrook 2015 Grantor Retained Annuity Trust
Woodward, Inc. Common Stock             251,681 (6) I By self as holder of note (7)

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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 at End of Issuer's Fiscal Year
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
HALBROOK JOHN A
1081 WOODWARD WAY
FORT COLLINS, CO 80524
  X      

Signatures

Rebecca L. Dees, by Power of Attorney 10/21/2016
**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) 53,020 shares were gifted from the Benita K. Halbrook Grantor Retained Annuity Trust (the "B. Halbrook GRAT") to the Halbrook Family Trust. The Reporting Person has no beneficial ownership of the shares held by the Halbrook Family Trust.
(2) Total reflects transfer, without receipt of consideration, of 42,908 shares from the B. Halbrook GRAT to the Benita K. Halbrook Living Trust (the "B. Halbrook Living Trust").
(3) Total reflects transfer, without receipt of consideration, of 1,065 Halbrook Family Trust Shares to the John Halbrook Living Trust (the "J. Halbrook Living Trust") and 28,746 shares from the John A. Halbrook Grantor Retained Annuity Trust (the "J. Halbrook GRAT") to the J. Halbrook Living Trust. Shares held by the J. Halbrook Living Trust are reported within the Reporting Person's direct ownership.
(4) Total reflects transfer, without receipt of consideration, of 28,746 shares from the J. Halbrook GRAT to the J. Halbrook Living Trust.
(5) Total reflects transfer, without receipt of consideration, of 42,908 shares from the B. Halbrook GRAT to the B. Halbrook Living Trust.
(6) Total reflects transfer, without receipt of consideration, of 1,065 Halbrook Family Trust Shares to the J. Halbrook Living Trust.
(7) The Reporting Person beneficially owns 251,681 shares sold in 2011 to The Halbrook Family Irrevocable Trust (the "Halbrook Family Trust Shares"), of which the Reporting Person's children are the beneficiaries and trustees without dispositive power with respect to the Halbrook Family Trust Shares. The Halbrook Family Trust Shares were sold by the Reporting Person in exchange for a promissory note.

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