WD 40 CO — Director's Dealing 2008

Oct 15, 2008

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: WD 40 CO (WDFC)
CIK: 0000105132
Period of Report: 2008-08-31

Reporting Person: NOBLE WILLIAM B (Managing Director, Europe)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-04-26	Common Stock	M	5000	$20.813	Acquired	5471	Direct
2006-04-26	Common Stock	S	5000	$31.454	Disposed	5471	Direct
2006-04-26	Common Stock	M	5000	$23.5	Acquired	5471	Direct
2006-04-26	Common Stock	S	5000	$31.347	Disposed	5471	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-04-26	Non Qualified Stock Option	$20.813	M	5000	Disposed	2010-09-26	Common Stock (5000)	Direct
2006-04-26	Non Qualified Stock Option	$23.5	M	5000.00	Disposed	2009-09-28	Common Stock (5000)	Direct

Footnotes

F1: Statement filed to report transactions not previously reported on Form 4 or Form 5. Transactions were discovered upon reconciliation of outstanding stock option records.

F2: Transaction pursuant to trading plan adopted pursuant to Rule 10b5-1 under Securities Exchange Act of 1934.

F3: Total includes 3971 Restricted Stock Units.

F4: The reporting person holds 59600 Non Qualified Stock Options (NQSO) to acquire common shares as follows: 600 NQSO exercisable 9/24/03 at $27.56 expiring 09/24/12; 10000 NQSO exercisable 09/23/06 at $29.30 exp. 09/24/13; 10000 NQSO exercisable 10/19/07 at $27.67 exp. 10/19/14; 9000 NQSO (3060 exercisable 10/18/06; 2970 exercisable 10/18/07; 2970 exercisable 10/18/08) at $27.27 exp. 10/18/15; 10000 NQSO (3400 exercisable 10/17/07, 3300 exercisable 10/17/08, 3300 exercisable 10/17/09) at $35.99 exp. 10/17/16; 20000 NQSO shares (6800 exercisable 10/16/08, 6600 exercisable 10/16/09, 6600 exercisable 10/16/10) at $36.03 exp. 10/16/17.