WD 40 CO — Director's Dealing 2010

Oct 25, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WD 40 CO (WDFC)
CIK: 0000105132
Period of Report: 2010-10-21

Reporting Person: IRWIN MICHAEL J (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-10-21	Common Stock	M	1700	$27.27	Acquired	23607	Direct
2010-10-21	Common Stock	S	1700	$39.03	Disposed	21907	Direct
2010-10-21	Common Stock	M	1600	$20.75	Acquired	23507	Direct
2010-10-21	Common Stock	S	1600	$39.01	Disposed	21907	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-10-21	Non-qualified Stock Option	$27.27	M	1700	Disposed	2015-10-18	Common Stock (1700)	Direct
2010-10-21	Incentive Stock Option	$20.75	M	1600	Disposed	2011-09-25	Common Stock (1600)	Direct

Footnotes

F1: Transaction pusuant to trading plan adopted pursuant to Rule 10b5-1 under Securities Exchange Act of 1934.

F2: Total includes 761 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 8,359 Restricted Stock Units, 5,711 of which are subject to future vesting, and 4,800 Performance Share Units, all of which are subject to future vesting.

F3: not applicable

F4: In addition to the reported options in Table II, the reporting person holds options to acquire 61,781 common shares as follows: 5,181 non-qualified stock options (NQSO) exercisable 9/25/04 at $20.75 expiring 9/25/11; 10,000 NQSO exercisable 9/24/05 at $27.56 exp. 9/24/12; 10,000 NQSO exercisable 09/23/06 at $29.30 exp. 09/24/13; 9,000 NQSO exercisable 10/19/07 at $27.67 exp. 10/19/14; 10,000 NQSO exercisable 10/17/09 at $35.99 exp. 10/17/16; and 17,600 NQSO exercisable 10/16/10 at $36.03 exp. 10/16/17.