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WD 40 CO Director's Dealing 2011

Oct 24, 2011

31407_dirs_2011-10-24_31c19b6d-6217-42f4-8c11-2b5548e9dc11.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

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

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

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2011-10-20 Common Stock D 1030 $44.93 Disposed 28053.103 Direct
2011-10-20 Common Stock D 471 $44.93 Disposed 27582.103 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 2,804 RSUs (Common Stock equivalents).

F2: Shares withheld pursuant to mandatory provisions of Performance Share Unit (PSU) Award Agreements in satisfaction of tax withholding obligation upon vesting of 1,284 PSUs (Common Stock equivalents).

F3: Total includes 2118.103 shares held in WD-40 Company Profit Sharing Plan (Company Stock Fund) account. Total also includes 6,987 Restricted Stock Units, of which 3,016 are subject to future vesting, and 4,547 Performance Share Units, all of which are subject to future vesting.