WD 40 CO — Director's Dealing 2008

Mar 27, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WD 40 CO (WDFC)
CIK: 0000105132
Period of Report: 2008-03-25

Reporting Person: FREEMAN MICHAEL L (Division President, Americas)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-03-25	Common Stock	A	3971	—	Acquired	14546	Direct

Footnotes

F1: Restricted Stock Units (Common Stock equivalents) were granted pursuant to the WD-40 Company 2007 Stock Incentive Plan in exchange for the termination of the reporting person?s Supplemental Retirement Benefit Plan agreement. The Restricted Stock Units will be settled solely with Issuer Common Stock upon termination of the reporting person?s employment. Shares are vested at the following schedule: 1324 on 3/25/09, 1324 on 3/25/10, 1323 on 3/25/11. Upon termination of employment, only vested shares will be issued.

F2: Total includes 1,819 shares held in WD-40 Company Profit Sharing Plan (Company Stock Fund) account; estimated number of shares based upon equivalent value of units held. Total also includes 3971 Restricted Stock Units.