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: 2012-05-14

Reporting Person: REMBOLT JAY (Vice President Finance & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-14	Common Stock	M	5000	$27.56	Acquired	26218.804	Direct
2012-05-14	Common Stock	S	3842	$46.00	Disposed	22376.804	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-05-14	Non-qualified Stock Option	$27.56	M	5000	Disposed	2012-09-24	Common Stock (5000)	Direct

Footnotes

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

F2: Total includes 5,698.804 shares held in WD-40 Company Profit Sharing Plan (Company Stock Fund) account. Total also includes 3,016 Restricted Stock Units, and 4,547 Performance Share Units, all of which are subject to future vesting.

F3: Not applicable.

F4: In addition to the reported options, the reporting person holds options to acquire 26,160 common shares as follows: 5,000 NQSO exercisable 9/23/06 at $29.30 exp. 9/23/13; 5,000 NQSO exercisable 10/19/07 at $27.67 exp. 10/19/14; 5,000 NQSO exercisable 10/18/08 at $27.27 exp. 10/18/15; 5,000 NQSO exercisable 10/17/09 at $35.99 exp. 10/17/16; and 6,160 NQSO at $36.03 exp. 10/16/17).