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: NOBLE WILLIAM B (Managing Director, Europe)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-10-25	Common Stock	A	1115	—	Acquired	15136	Direct
2012-10-25	Common Stock	A	1115	—	Acquired	16251	Direct

Footnotes

F1: 1,115 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: 379 shares not later than November 15, 2013, 368 shares not later than November 15, 2014, and 368 shares not later than November 15, 2015.

F2: 1,115 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 6,253 Restricted Stock Units, of which 2,282 are subject to future vesting, 1,432 Performance Share Units, all of which are subject to future vesting, and 1,115 Market Share Units, all of which are subject to future vesting.