WD 40 CO — Director's Dealing 2012

Sep 13, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WD 40 CO (WDFC)
CIK: 0000105132
Period of Report: 2012-09-11

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-09-11	Common Stock	M	954	$36.03	Acquired	28589.751	Direct
2012-09-11	Common Stock	S	954	$51.99	Disposed	27635.751	Direct
2012-09-12	Common Stock	M	1321	$36.03	Acquired	28956.751	Direct
2012-09-12	Common Stock	S	1321	$51.99	Disposed	27635.751	Direct
2012-09-13	Common Stock	M	1225	$36.03	Acquired	28860.751	Direct
2012-09-13	Common Stock	S	1225	$51.99	Disposed	27635.751	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-09-11	Non-qualified Stock Option	$36.03	M	954	Disposed	2017-10-16	Common Stock (954)	Direct
2012-09-12	Non-qualified Stock Option	$36.03	M	1321	Disposed	2017-10-16	Common Stock (1321)	Direct
2012-09-13	Non-qualified Stock Option	$36.03	M	1225	Disposed	2017-10-16	Common Stock (1225)	Direct

Footnotes

F1: Transaction pursuant to trading plan adopted pursuant to Rule 10b5-1 under Securities Exchange Act of 1934.

F2: Average price for multiple sales at prices ranging from $52.04 to $51.99 per share.

F3: Total includes 2,171.751 shares held in WD-40 Company Profit Sharing Plan (Company Stock Fund) account. Also includes 6,987 Restricted Stock Units, of which 3,016 are subject to future vesting, and 4,547 Performance Share Units, all of which are subject to future vesting.

F4: Not applicable.