WD 40 CO — Director's Dealing 2010

Oct 22, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WD 40 CO (WDFC)
CIK: 0000105132
Period of Report: 2010-10-20

Reporting Person: MILNER GRAHAM P (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-10-20	Common Stock	S	13200	$39.72	Disposed	25549	Direct
2010-10-20	Common Stock	D	836	$39.16	Disposed	24713	Direct

Footnotes

F1: Price given is the average sales price for all shares sold at sale prices ranging between $39.20 and $40.20.

F2: Shares withheld pursuant to mandatory provisions of Restricted Stock Unit (RSU) Award Agreements in satisfaction of tax withholding obligation upon vesting of 2,277 RSUs (Common Stock equivalents)

F3: 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.