WD 40 CO — Director's Dealing 2010

Dec 16, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WD 40 CO (WDFC)
CIK: 0000105132
Period of Report: 2010-12-14

Reporting Person: CRIVELLO MARIO L (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-12-14	Common Stock	A	979	—	Acquired	105340	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	731967	Indirect

Footnotes

F1: Restricted Stock Units (Common Stock equivalents) were granted pursuant to the WD-40 Company 2007 Stock Incentive Plan for a non-elective portion of annual director compensation in accordance with the Issuer's Directors' Compensation Policy and Election Plan. The Restricted Stock Units will be settled solely with Issuer Common Stock upon termination of the reporting person's service as a director.

F2: Total includes 3,928 Restricted Stock Units (Common Stock equivalents)

F3: The reporting person has sole voting and investment power over 731,967 shares held in trust for the benefit of his mother and remainder beneficiaries. The reporting person disclaims beneficial ownership as to 14,780 shares held as custodian for the reporting person's adult children and such shares are not reported in the total herein.