WD 40 CO — Director's Dealing 2010

Jul 28, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WD 40 CO (WDFC)
CIK: 0000105132
Period of Report: 2010-07-26

Reporting Person: REMBOLT JAY (Vice President Finance & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-07-26	Common Stock	M	4000	$20.81	Acquired	17890	Direct
2010-07-26	Common Stock	S	4000	$37.00	Disposed	13890	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-07-26	Incentive Stock Option	$20.81	M	4000	Disposed	2010-09-26	Common Stock (4000)	Direct

Footnotes

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

F2: Total includes 4,979 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 5,065 Restricted Stock Units and 2,400 Performance Share Units.

F3: Not applicable.

F4: In addition to the reported options, the reporting person holds options to acquire 39,660 common shares as follows: 3,500 incentive stock options (ISO) exercisable 6/5/04 at $19.65 exp. 6/5/11; 1,504 ISO exercisable 9/25/04 at $20.75 exp. 9/25/11; 3,496 non-qualified stock options (NQSO) exercisable 9/25/04 at $20.75 exp. 9/25/11; 5,000 NQSO exercisable 9/24/05 at $27.56 exp. 9/24/12; 5,000 NQSO exercisable 9/23/06 at $29.30 exp. 9/23/13; 5,000 NQSO exercisable 10/19/07 at $27.67 exp. 10/19/14; 5,000 NQSO exercisable 10/18/08 at $27.27 exp. 10/18/15; 5,000 NQSO exercisable 10/17/09 at $35.99 exp. 10/17/16; and 6,160 NQSO (2,096 exercisable 10/16/08, 2,032 exercisable 10/16/09, 2032 exercisable 10/16/10) at $36.03 exp. 10/16/17).