WD 40 CO — Director's Dealing 2012

Jul 16, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WD 40 CO (WDFC)
CIK: 0000105132
Period of Report: 2012-07-13

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-07-13	Common Stock	M	2000	$35.99	Acquired	29622.878	Direct
2012-07-13	Common Stock	M	5700	$36.03	Acquired	35322.878	Direct
2012-07-13	Common Stock	S	7700	$47.99	Disposed	27622.878	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-07-13	Non-qualified Stock Option	$35.99	M	2000	Disposed	2016-10-17	Common Stock (2000)	Direct
2012-07-13	Non-qualified Stock Option	$36.03	M	5700	Disposed	2017-10-16	Common Stock (5700)	Direct

Footnotes

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

F2: Total includes 2,158.878 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.

F3: Not applicable.