WD 40 CO — Director's Dealing 2011

Oct 26, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WD 40 CO (WDFC)
CIK: 0000105132
Period of Report: 2011-10-24

Reporting Person: HOLDSWORTH GEOFFREY (Managing Director AsiaPacific)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-10-24	Common Stock	M	10000	$35.99	Acquired	24429	Direct
2011-10-24	Common Stock	S	10000	$47.01	Disposed	14429	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-10-24	Non Qualified Stock Option	$35.99	M	10000	Disposed	2016-10-17	Common Stock (10000)	Direct

Footnotes

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

F2: Total includes 6,509 Restricted Stock Units, of which 2,538 are subject to future vesting, and 3,832 Performance Share Units, all of which are subject to future vesting.

F3: Not applicable.

F4: In addition to the reported options in Table II, the reporting person holds options to acquire 20,000 common shares as follows: 20,000 non-qualified stock options (NQSO) exercisable 10/16/10 at $36.03 expiring 10/16/17.