WD 40 CO — Director's Dealing 2012

May 15, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WD 40 CO (WDFC)
CIK: 0000105132
Period of Report: 2012-05-11

Reporting Person: CRIVELLO MARIO L (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-11	Common Stock	M	2000	$29.90	Acquired	110670	Direct
2012-05-11	Common Stock	S	2000	$46.51	Disposed	108670	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-05-11	Non-Qualified Stock Option (NQSO)	$29.90	M	2000	Disposed	2013-01-12	Common Stock (2000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	689532	Indirect

Footnotes

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

F2: Total includes 5,081 Restricted Stock Units (Common Stock equivalents)

F3: The reporting person has sole voting and investment power over shares held in trust for the benefit of his mother and remainder beneficiaries.

F4: Not applicable.

F5: In addition to the reported options, the reporting person holds options to acquire 11,800 common shares as follows: 2,000 NQSO exercisable 12/16/06 at $34.74 exp. 12/16/13; 2,500 NQSO exercisable 12/14/07 at $29.11 exp. 12/14/14; 3,500 NQSO exercisable 12/13/08 at $27.87 exp. 12/13/15; and 3,800 NQSO exercisable 12/12/09 at $32.78 exp. 12/12/16.