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: REMBOLT JAY (Vice President Finance & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-10-25	Common Stock	A	1327	—	Acquired	21499.785	Direct
2012-10-25	Common Stock	A	1327	—	Acquired	22826.785	Direct

Footnotes

F1: 1,327 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: 451 shares not later than November 15, 2013, 438 shares not later than November 15, 2014, and 438 shares not later than November 15, 2015.

F2: 1,327 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 5,732.785 shares held in WD-40 Company Profit Sharing Plan (Company Stock Fund) account. Total also includes 2,800 Restricted Stock Units, all of which are subject to future vesting, 2,147 Performance Share Units, all of which are subject to future vesting, and 1,327 Market Share Units, all of which are subject to future vesting.