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: MILNER GRAHAM P (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-10-21	Common Stock	M	4819	$20.75	Acquired	29532	Direct
2010-10-21	Common Stock	S	4819	$37.913	Disposed	24713	Direct
2010-10-21	Common Stock	M	5181	$20.75	Acquired	29894	Direct
2010-10-21	Common Stock	S	5181	$37.913	Disposed	24713	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-10-21	Incentive Stock Option	$20.75	M	4819	Disposed	2011-09-25	Common Stock (4819)	Direct
2010-10-21	Non-Qualified Stock Option	$20.75	M	5181	Disposed	2011-09-25	Common Stock (5181)	Direct

Footnotes

F1: Total includes 1,503 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 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.

F2: not applicable

F3: In addition to the reported options in Table II, the reporting person holds options to acquire 59,700 common shares as follows: Non-Qualified Stock Option (NQSO) for 10,000 shares exercisable 9/24/05 at $27.56 expiring 09/24/12; NQSO for 10,000 shares exercisable 09/23/06 at $29.30 exp. 09/23/13; NQSO for 8,000 shares exercisable 10/19/07 at $27.67 exp. 10/19/14; NQSO for 9,000 shares exercisable 10/18/08 at $27.27 exp. 10/18/15; NQSO for 10,000 shares exercisable 10/17/09 at $35.99 exp. 10/17/16; and NQSO for 12,700 shares exercisable 10/16/10 at $36.03 exp. 10/16/17.