WD 40 CO — Director's Dealing 2011

Oct 13, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WD 40 CO (WDFC)
CIK: 0000105132
Period of Report: 2011-10-11

Reporting Person: RIDGE GARRY O (Director, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-10-11	Common Stock	D	4464	—	Disposed	58182.145	Direct
2011-10-11	Common Stock	A	4772	—	Acquired	62954.145	Direct
2011-10-11	Common Stock	A	7158	—	Acquired	70112.145	Direct

Footnotes

F1: Disposition of Performance Share Units (Common Stock equivalents) upon certified performance vesting of Performance Share Units (PSUs) awarded to the reporting person on December 7, 2009. 5,136 vested shares will be issued to the reporting person pursuant to the applicable PSU Award Agreement.

F2: 4,772 Restricted Stock Units (Common Stock equivalents) were granted pursuant to the WD-40 Company 2007 Stock Incentive Plan. The Restricted Stock Units (RSUs) will be settled solely with Issuer Common Stock upon an annual vesting schedule as provided for in the Award Agreement for the RSUs as follows: 1,622 shares not later than 11/15/2012, 1,575 shares not later than 11/15/2013, and 1,575 shares not later than 11/15/2014.

F3: 7,158 Performance Share Units (Common Stock equivalents) were granted pursuant to the 2007 Stock Incentive Plan. The Performance Share Units (PSUs) will be settled solely with Issuer Common Stock upon performance vesting as provided for in the Award Agreement for the PSUs following a 2 year performance measurement period.

F4: Total includes 1,113.145 shares held in WD-40 Company Profit Sharing Plan (Company Stock Fund) account. Total also includes 25,240 Restricted Stock Units, of which 19,356 are subject to future vesting, and 21,894 Performance Share Units, of which 16,758 are subject to future vesting.