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WD 40 CO Director's Dealing 2013

Oct 29, 2013

31407_dirs_2013-10-29_949a46e6-4e37-4026-940f-93cf326d9ece.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WD 40 CO (WDFC)
CIK: 0000105132
Period of Report: 2013-10-25

Reporting Person: IRWIN MICHAEL J (Executive Vice President)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2013-10-25 Common Stock D 435 Disposed 22181.178 Direct
2013-10-25 Common Stock D 454 Disposed 21727.178 Direct

Footnotes

F1: Shares withheld pursuant to mandatory provisions of Performance Share Unit (PSU) Award Agreements in satisfaction of tax withholding obligation upon settlement of 1,156 PSUs (Common Stock equivalents).

F2: Shares withheld pursuant to mandatory provisions of Restricted Stock Unit (RSU) Award Agreements in satisfaction of tax withholding obligation upon settlement of 1,204 RSUs (Common Stock equivalents).

F3: Total includes 813.178 shares held in WD-40 Company Profit Sharing Plan (Company Stock Fund) account. Total also includes 5,596 Restricted Stock Units, of which 1,625 are subject to future vesting, and 1,671 Market Share Units, all of which are subject to future vesting.