WD 40 CO — Director's Dealing 2010

Sep 14, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WD 40 CO (WDFC)
CIK: 0000105132
Period of Report: 2010-09-10

Reporting Person: MILNER GRAHAM P (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-09-10	Common Stock	M	2104	$20.813	Acquired	23646	Direct
2010-09-10	Common Stock	M	11096	$20.813	Acquired	34742	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-09-10	Incentive Stock Option (ISO)	$20.813	M	2104	Disposed	2010-09-26	Common Stock (2104)	Direct
2010-09-10	Non-qualified Stock Option (NQSO)	$20.813	M	11096	Disposed	2010-09-26	Common Stock (11096)	Direct

Footnotes

F1: Total includes 1,496 shares held in WD-40 Company Profit Sharing Plan (Company Stock Fund) account - estimated number of shares based upon equivalent value of Company Stock Fund units held. Total also includes 9,036 Restricted Stock Units, of which 6,388 are subject to future vesting, and 2,400 Performance Share Units, all of which are subject to future vesting.

F2: Not applicable.

F3: In addition to the reported options, the reporting person holds options to acquire 69,700 common shares as follows: NQSO for 5,181 shares exercisable 09/25/04 at $20.75 exp. 09/25/11; ISO for 4,819 shares exercisable 09/25/02 at $20.75 exp. 09/25/11; NQSO for 10,000 shares exercisable 9/24/05 at $27.56 exp. 09/24/12; NQSO for 10,000 shares exercisable 09/23/06 at $29.30 exp. 09/24/13; 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 (4318 exercisable 10/16/08, 4191 exercisable 10/16/09, 4191 exercisable 10/16/10) at $36.03 exp. 10/16/17.