WD 40 CO — Director's Dealing 2009

Dec 9, 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: HOLDSWORTH GEOFFREY (Managing Director AsiaPacific)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-10-19	Common Stock	D	359	$33.05	Disposed	8862	Direct
2009-12-07	Common Stock	A	1600	—	Acquired	10462	Direct
2009-12-07	Common Stock	A	2400	—	Acquired	12862	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 1,785 RSUs (Common Stock equivalents)

F2: 1,600 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: 544 shares not later than 11/15/2010, 528 shares not later than 11/15/2011, and 528 shares not later than 11/15/2012.

F3: 2,400 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 9,036 Restricted Stock Units and 2,400 Performance Share Units.