WD 40 CO — Director's Dealing 2010

Jul 23, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WD 40 CO (WDFC)
CIK: 0000105132
Period of Report: 2010-07-21

Reporting Person: FREEMAN MICHAEL L (Division President, Americas)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-07-21	Common Stock	M	3000	$27.56	Acquired	26406	Direct
2010-07-21	Common Stock	S	3000	$35.71	Disposed	23406	Direct
2010-07-22	Common Stock	M	7000	$27.56	Acquired	30406	Direct
2010-07-22	Common Stock	S	7000	$35.68	Disposed	23406	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-07-21	Non-qualified Stock Option	$27.56	M	3000	Disposed	2012-09-24	Common Stock (3000)	Direct
2010-07-22	Non-qualified Stock Option	$27.56	M	7000	Disposed	2012-09-24	Common Stock (7000)	Direct

Footnotes

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

F2: Total includes 2,068 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 9,036 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 46,700 common shares as follows: 10,000 non-qualified stock options (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; 9,000 NQSO exercisable 10/18/08 at $27.27 exp. 10/18/2015; 10,000 NQSO exercisable 10/17/09 at $35.99 exp. 10/17/16; and 12,700 NQSO (4,318 exercisable 10/16/08, 4,191 exercisable 10/16/09, 4191 exercisable 10/16/10) at $36.03 exp. 10/16/17.