WD 40 CO — Director's Dealing 2012

Aug 21, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WD 40 CO (WDFC)
CIK: 0000105132
Period of Report: 2012-08-17

Reporting Person: HOLDSWORTH GEOFFREY (Managing Director AsiaPacific)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-08-17	Common Stock	M	7389	$36.03	Acquired	21818	Direct
2012-08-17	Common Stock	S	7389	$49.7625	Disposed	14429	Direct
2012-08-20	Common Stock	M	5514	$36.03	Acquired	19943	Direct
2012-08-20	Common Stock	S	5514	$49.76	Disposed	14429	Direct
2012-08-21	Common Stock	M	7097	$36.03	Acquired	21526	Direct
2012-08-21	Common Stock	S	7097	$49.7948	Disposed	14429	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-08-17	Non Qualified Stock Option	$36.03	M	7389	Disposed	2017-10-16	Common Stock (7389)	Direct
2012-08-20	Non Qualified Stock Option	$36.03	M	5514	Disposed	2017-10-16	Common Stock (5514)	Direct
2012-08-21	Non Qualified Stock Option	$36.03	M	7097	Disposed	2017-10-16	Common Stock (7097)	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 $49.76 to $49.79 per share.

F3: Average price for multiple sales at prices ranging from $49.76 to $49.92.

F4: Total includes 6,509 Restricted Stock Units, of which 2,538 are subject to future vesting, and 3,832 Performance Share Units, all of which are subject to future vesting.

F5: Not applicable.