WD 40 CO — Director's Dealing 2006

Apr 26, 2006

144 1 form144.htm WD-40 144 4-24-2006 WD-40 144 4-24-2006 Licensed to: EDGARfilings Document Created using EDGARizer HTML 3.0.4.0 Copyright 2006 EDGARfilings, Ltd., an IEC company. All rights reserved EDGARfilings.com

| UNITED
STATES SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 FORM
144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144
UNDER THE SECURITIES ACT OF 1933 ATTENTION: Transmit
for filing 3 copies of this form
concurrently with either placing an order with a broker to
execute sale or executing a sale directly with a market
maker. | | | | | OMB APPROVAL | |
| --- | --- | --- | --- | --- | --- | --- |
| | | | | | OMB Number: 3235-0101 Expires: December
31, 2006 Estimated average burden hours per response...........4.47 | |
| | | | | | SEC USE ONLY | |
| | | | | | DOCUMENT
SEQUENCE
NO. | |
| | | | | | CUSIP
NUMBER | |
| 1 (a) NAME
OF ISSUER (Please type or
print) WD-40
Company | | | (b) I.R.S. IDENT. NO. 95-1797918 | (c) S.E.C. FILE NO. 000-06936 | WORK
LOCATION United States | |
| 1 (d) ADDRESS OF ISSUER
STREET
CITY
STATE ZIP
CODE 1061 Cudahy
Place San
Diego CA 92110 | | | | | (e) TELEPHONE NO. | |
| | | | | | AREA CODE 619 | NUMBER 275-1400 |
| 2 (a) PERSON FOR WHOSE ACCOUNT THE SECURITIES ARE TO BE SOLD William
B. Noble | (b) I.R.S. IDENT. NO. N/A | (c) RELATIONSHIP
TO ISSUER Exec. Officer | (d) ADDRESS STREET
CITY STATE ZIP
CODE Brick
Close, Kiln
Farm Keynes UK MK113LJ | | | |

END Steps 1 and 2 text

INSTRUCTION: The person filing this notice should contact the issuer to obtain the I.R.S. Identification Number and the S.E.C. File Number

end text Step 3

| 3 (a) Title of the Class of Securities To Be Sold | (b) Name
and address of Each Broker through whom the Securities are to be
Offered
to Each Market Maker Who is acquiring the
Securities | (c) Number of shares or other Units To be sold (see
instr.3(c)) | (d) Aggregate Market Value (see
instr.3(d)) | (e) Number of shares Or
other units Outstanding (see
instr.3(e)) | (f) Approximate Date
of sale (see
instr.3(f)) (Mo. Day Yr.) | (g) Name
of Each Securities Exchange (see
instr.3(g)) |
| --- | --- | --- | --- | --- | --- | --- |
| Common
Stock | Computershare
Securities Corp. 2
North
LaSalle Street Chicago,
IL 60602 Broadcort
Correspondent Clearing Division Merrill,
Lynch, Pierce, Fenner & Smith Incoporated 101
Hudson Street, 7th Floor Jersey
City, New Jersey 07302 | 15,000 | $480,000
(1) | 16,796,332 | 4/24/06
(2) | NASDAQ |

END Step 3 Instructions for steps 1 through 3

INSTRUCTIONS:

| 1. | (a) | Name
of
issuer. | (a) | Title
of the class of securities to be sold. |
| --- | --- | --- | --- | --- |
| | (b) | Issuer's
IRS
Identification Number. | (b) | Name
and address of each broker through whom the securities are
intended to be sold. |
| | (c) | Issuer's
SEC file
number, if any. | (c) | Number
of shares or other units to be sold (if debt securities,
give the aggregate face amount). |
| | (d) | Issuer's
address,
including zip code. | (d) | Aggregate
market value of the securities to be sold as of a
specified date within 10 days prior to the filing |
| | (e) | Issuer's
telephone number, including area code. | (e) | Number
of shares or other units of the class outstanding, or if
debt securities the face amount thereof outstanding, as shown by
the most
recent report or statement published by the issuer. |
| 2. | (a) | Name
of person
for whose account the securities are to be sold. | (f) | Approximate
date on which the securities are to be
sold. |
| | (b) | Such
person's or
I.R.S. Identification number, if such a person is an entity. | (g) | Name
of each securities exchange, if any, on which the securities
are intended to be sold. |
| | (c) | Such
person's
relationship to the issuer (e.g., officer, director, 10
percent stockholder, or member of immediate family of any of the
foregoing). | | |
| | (d) | Such
person's
address, including zip code. | | |

END Instructions for steps 1 through 3 SECURITIES TO BE SOLD TEXT

| Potential
persons who are to respond to the collection of
information contained in this form are not required to respond unless
the
form displays a currently valid OMB control
number. |
| --- |
| TABLE
I--SECURITIES TO BE SOLD Furnish
the
following information with respect to the acquisition of the securities
to
be sold and with respect to the Payment of all or any part of the
purchase price or other consideration therefor: |

END SECURITIES TO BE SOLD TEXT

| Title
of the Class | Date
You Acquired | Nature
of Acquisition Transaction | Name
of Person From Whom Acquired (If Gift, Also Give Date
Donor Acquired) | Amount
of Securities Acquired | Date
of Payment | Nature
of Payment |
| --- | --- | --- | --- | --- | --- | --- |
| Common
Stock | 4/24/06
(2) | Exercise
of
non-qualified stock option | WD-40
Company | 15,000 | 04/24/06
(2) | Sale
Proceeds
(2) |

INSTRUCTIONS: 1. If the securities were purchased and full payment therefore was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

SECURITIES SOLD DURING THE PAST THREE MONTHS TEXT

TABLE II--SECURITIES SOLD DURING THE PAST THREE MONTHS Furnish The Following Information as to All Securities of The Issuer Sold During The Past Three Months By The Person For Whose Account The Securities Are To Be Sold.

END SECURITIES SOLD DURING THE PAST THREE MONTHS TEXT

| Name
and Address of Seller |
| --- |
| N/A |

Remarks / Instructions / Signatures

| REMARKS: (1)
Estimated
based on the fair market value at market close on 4/21/06 of
$32.00/share. (2)
These
control securities, registered on Form S-8 dated 7/15/04, will
be acquired
upon exercise of a non-qualified stock option on the date of
sale in a
cashless stock option exercise transaction processed by Computershare
Investor Services, LLC, the Issuer’s stock option plan administrator. | |
| --- | --- |
| INSTRUCTIONS: See
the definition of "person" in paragraph (a) of Rule 144.
Information is to be given not only as to the person for whose
account the
securities are to be sold but also as to all other persons included
in
that definition. In addition, information shall be given as to
sales by
all persons whose sales are required by paragraph (e) of Rule 144
to be
aggregated with sales for the account of the person filing this
notice. | ATTENTION: The
person for whose account the securities to which this notice
relates are to be sold hereby represents by signing this notice
that he
does not know any material adverse information in regard to the
current
and prospective operations of the issuer of the securities to be
sold
which has not been publicly disclosed. |
| 4/24/06 | /s/
Maria M.
Mitchell as Attorney in Fact for William B. Noble |
| DATE
OF NOTICE | (SIGNATURE) |
| The
notice shall be signed by the persons for whose account the
securities are to be sold. At least one copy of the notice shall
be
manually signed. Any copies not manually signed shall bear typed or
printed signatures. | |

END Remarks / Instructions / Signatures

ATTENTION: INTERNATIONAL MISSTATEMENTS OR OMISSION OF FACTS CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).