WD 40 CO — Director's Dealing 2012

Jun 22, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WD 40 CO (WDFC)
CIK: 0000105132
Period of Report: 2012-06-19

Reporting Person: SANDFORT GREGORY A (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-06-19	Common Stock	A	401	—	Acquired	3453	Direct

Footnotes

F1: Restricted Stock Units ("RSUs") (Common Stock equivalents) were granted pursuant to the WD-40 Company 2007 Stock Incentive Plan for an elective portion of annual director compensation in accordance with the Issuer's Directors' Compensation Policy and Election Plan (the "Election Plan") in effect as of the date of the reporting person's election to the board of directors. The reporting person received this award of 401 RSUs that he was entitled to receive on December 13, 2011 pursuant to the Election Plan. The Restricted Stock Units will be settled solely with Issuer Common Stock upon termination of the reporting person's service as a director.

F2: All beneficially owned securities are held as Restricted Stock Units (Common Stock equivalents).