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WD 40 CO Director's Dealing 2011

Jul 27, 2011

31407_dirs_2011-07-27_c76036f5-1b74-45dc-a40b-3f40831b11f3.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: 2011-07-25

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

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2011-07-25 Common Stock M 8000 $35.99 Acquired 34607.159 Direct
2011-07-25 Common Stock S 8000 $46.24 Disposed 26607.159 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2011-07-25 Non-qualified Stock Option $35.99 M 8000 Disposed 2016-10-17 Common Stock (8000) Direct

Footnotes

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

F2: Total includes 2,105.159 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 8,359 Restricted Stock Units, of which 4,388 are subject to future vesting, and 4,800 Performance Share Units.

F3: Not applicable.

F4: In addition to the reported options, the reporting person holds options to acquire common shares as follows: 12,700 non-qualified stock options (NQSO) at $36.03 exp. 10/16/17.