WD 40 CO — Director's Dealing 2009

Dec 10, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WD 40 CO (WDFC)
CIK: 0000105132
Period of Report: 2009-10-19

Reporting Person: RIDGE GARRY O (Director, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-10-19	Common Stock	D	1459	$33.05	Disposed	32850	Direct
2009-12-07	Common Stock	A	6400	—	Acquired	39250	Direct
2009-12-07	Common Stock	A	9600	—	Acquired	48850	Direct

Footnotes

F1: Shares withheld pursuant to mandatory provisions of Restricted Stock Unit (RSU) Award Agreement in satisfaction of tax withholding obligation upon vesting of 4,080 RSUs (Common Stock equivalents)

F2: 6,400 Restricted Stock Units (Common Stock equivalents) were granted pursuant to the WD-40 Company 2007 Stock Incentive Plan. The Restricted Stock Units (RSUs) will be settled solely with Issuer Common Stock upon an annual vesting schedule as provided for in the Award Agreement for the RSUs as follows: 2,176 shares not later than 11/15/2010, 2,112 shares not later than 11/15/2011, and 2,112 shares not later than 11/15/2012.

F3: 9,600 Performance Share Units (Common Stock equivalents) were granted pursuant to the 2007 Stock Incentive Plan. The Performance Share Units (PSUs) will be settled solely with Issuer Common Stock upon performance vesting as provided for in the Award Agreement for the PSUs following a 2 year performance measurement period.

F4: Total includes 1,060 shares held in WD-40 Company Profit Sharing Plan (Company Stock Fund) account - estimated number of shares based upon equivalent value of units held. Also includes 20,204 Restricted Stock Units and 9,600 Performance Share Units.