WD 40 CO — Director's Dealing 2012

Oct 22, 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: RIDGE GARRY O (Director, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-10-08	Common Stock	D	4992	—	Disposed	58899.338	Direct
2012-10-18	Common Stock	D	1691	—	Disposed	57208.338	Direct
2012-10-18	Common Stock	D	2145	—	Disposed	55063.338	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. 4,608 vested shares will be issued to the reporting person pursuant to the PSU Award Agreement, subject to withholding for taxes as reported herein.

F2: Shares withheld pursuant to mandatory provisions of the Performance Share Unit (PSU) Award Agreement in satisfaction of tax withholding obligation upon vesting of 4,608 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 5,846 RSUs (Common Stock equivalents).

F4: Total includes 1,141.338 shares held in WD-40 Company Profit Sharing Plan (Company Stock Fund) account. Total also includes 11,146 Restricted Stock Units, of which 5,262 are subject to future vesting, and 7,158 Performance Share Units, all of which are subject to future vesting.