WD 40 CO — Director's Dealing 2002

Oct 25, 2002

4 1 doc1.htm Form 4

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| 1.
Name and Address of Reporting Person* HOLDSWORTH, GEOFFREY J. | 2.
Issuer Name and Ticker or Trading Symbol WD-40 Company (WDFC) | | 6. Relationship of Reporting Person(s) to Issuer (Check all applicable) ___ Director
___ 10% Owner _ X _ Officer (give title below)
___ Other (specify below) Managing Director, Asia/Pacific |
| --- | --- | --- | --- |
| (Last)
(First) (Middle) 27 Mungarra Avenue | 3.
I.R.S. Identification Number of Reporting Person, if an entity (voluntary) | 4.
Statement for Month/Day/Year 10/23/2002 | |
| (Street) St. Ives, Sydney, Australia 2075 | | 5.
If Amendment, Date of Original (Month/Day/Year) | 7.
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)	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 Transactions (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
		Code	V	Amount	(A) or (D)	Price
Common Stock	10/23/2002	M		5,000	A	$20.818
Common Stock	10/23/2002	S		1,564	D	$28.00
Common Stock	10/23/2002	S		100	D	$28.02
Common Stock	10/23/2002	S		436	D	$28.04
Common Stock	10/23/2002	S		2,000	D	$28.06
Common Stock	10/23/2002	S		800	D	$28.10
Common Stock	10/23/2002	S		100	D	$28.11	300	D

| Reminder: Report on a separate line for each class of securities beneficially owned directly
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| --- | --- |
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FORM 4 (continued) 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)	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)		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)
			Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Incentive Stock Option	$23.00						01/01/1998	09/23/2006	Common Stock		4,700	D
Incentive Stock Option	$31.75						01/01/2000	09/22/2007	Common Stock		6,000	D
Incentive Stock Option	$23.063						01/01/2001	09/29/2008	Common Stock		6,000	D
Non-Qualified Stock Option	$23.50						09/28/2000	09/28/2009	Common Stock		10,000	D
Non-Qualified Stock Option	$20.818	10/23/2002	M			5,000	09/26/2001	09/26/2010	Common Stock	5,000	15,000	D
Non-Qualified Stock Option	$20.75						09/25/2002	09/25/2011	Common Stock		10,000	D
Non-Qualified Stock Option	$27.56						(1)	09/24/2012	Common Stock		10,000	D

Explanation of Responses: (1) 3,334 shares exercisable 9/24/03; 3,333 shares exercisable 9/24/04; 3,333 shares exercisable 9/24/05.

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