WD 40 CO — Director's Dealing 2011

Feb 17, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WD 40 CO (WDFC)
CIK: 0000105132
Period of Report: 2011-02-15

Reporting Person: Mitchell Maria (VP, Corporate Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-15	Common Stock	M	5000	$27.27	Acquired	13519	Direct
2011-02-15	Common Stock	S	5000	$40.07	Disposed	8519	Direct
2011-02-15	Common Stock	M	3000	$29.30	Acquired	11519	Direct
2011-02-15	Common Stock	S	1602	$40.07	Disposed	9917	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-15	Non-qualified Stock Option	$27.27	M	5000	Disposed	2015-10-18	Common Stock (5000)	Direct
2011-02-15	Non-qualified Stock Option	$29.30	M	3000	Disposed	2013-09-23	Common Stock (3000)	Direct

Footnotes

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

F2: Total includes 596 shares held in WD-40 Company Profit Sharing Plan (Company Stock Fund) account. Total also includes 4,769 Restricted Stock Units, all of which are subject to future vesting.

F3: Not applicable.

F4: In addition to the reported options, the reporting person holds options to acquire 11,160 shares as follows: 5,000 non-qualified stock options (NQSO) exercisable 10/17/09 at $35.99 exp. 10/17/16; and 6,160 NQSO exercisable 10/16/10 at $36.03 exp. 10/16/17.