WD 40 CO — Director's Dealing 2012

Oct 29, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WD 40 CO (WDFC)
CIK: 0000105132
Period of Report: 2012-10-25

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-10-25	Common Stock	A	1593	—	Acquired	26990.751	Direct
2012-10-25	Common Stock	A	1593	—	Acquired	28583.751	Direct

Footnotes

F1: 1,593 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: 542 shares not later than November 15, 2013, 526 shares not later than November 15, 2014, and 525 shares not later than November 15, 2015.

F2: 1,593 Market Share Units (Common Stock equivalents) were granted pursuant to the 2007 Stock Incentive Plan. The Market Share Units (MSUs) will be settled solely with Issuer Common Stock upon performance vesting as provided for in the Award Agreement for the MSUs following a 3-year performance measurement period.

F3: Total includes 2,171.751 shares held in WD-40 Company Profit Sharing Plan (Company Stock Fund) account. Total also includes 7,037 Restricted Stock Units, of which 3,066 are subject to future vesting, 2,147 Performance Share Units, all of which are subject to future vesting, and 1,593 Market Share Units, all of which are subject to future vesting.