WD 40 CO — Director's Dealing 2012

Oct 23, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WD 40 CO (WDFC)
CIK: 0000105132
Period of Report: 2012-10-08

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-10-08	Common Stock	D	1248	—	Disposed	26387.751	Direct
2012-10-22	Common Stock	D	423	—	Disposed	25964.751	Direct
2012-10-22	Common Stock	D	567	—	Disposed	25397.751	Direct

Footnotes

F1: Disposition of Performance Share Units (Common Stock equivalents) upon certified performance vesting of Performance Share Units (PSUs) awarded to the reporting person on October 12, 2010. 1,152 vested shares have been issued to the reporting pursuant to the applicable PSU Award Agreement, subject to withholding for taxes as reported herein.

F2: Shares withheld pursuant to mandatory provisions of Performance Share Unit (PSU) Award Agreements in satisfaction of tax withholding obligation upon vesting of 1,152 PSUs (Common Stock equivalents).

F3: Shares withheld pursuant to mandatory provisions of Restricted Stock Unit (RSU) Award Agreements in satisfaction of tax withholding obligation upon vesting of 1,543 RSUs (Common Stock equivalents).

F4: Total includes 2,171.751 shares held in WD-40 Company Profit Sharing Plan (Company Stock Fund) account. Total also includes 5,987 Restricted Stock Units, of which 2,016 are subject to future vesting, and 2,147 Performance Share Units, all of which are subject to future vesting.