WD 40 CO — Director's Dealing 2011

Oct 24, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WD 40 CO (WDFC)
CIK: 0000105132
Period of Report: 2011-10-20

Reporting Person: Mitchell Maria (VP, Corporate Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-10-20	Common Stock	D	782	$44.93	Disposed	10479.642	Direct

Footnotes

F1: Shares withheld pursuant to mandatory provisions of Restricted Stock Unit (RSU) Award Agreements in satisfaction of tax withholding obligation upon vesting of 2,129 RSUs (Common Stock equivalents).

F2: Total includes 603.619 shares held in WD-40 Company Profit Sharing Plan (Company Stock Fund) account. Total also includes 3,960 Restricted Stock Units, all of which are subject to future vesting.