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: NOBLE WILLIAM B (Managing Director, Europe)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-10-08	Common Stock	D	1248	—	Disposed	15340	Direct
2012-10-22	Common Stock	D	600	—	Disposed	14740	Direct
2012-10-22	Common Stock	D	719	—	Disposed	14021	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 person 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 1,380 RSUs (Common Stock equivalents).

F4: Total includes 5,138 Restricted Stock Units, of which 1,167 are subject to future vesting, and 1,432 Performance Share Units, all of which are subject to future vesting.