WD 40 CO — Director's Dealing 2013

Oct 16, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WD 40 CO (WDFC)
CIK: 0000105132
Period of Report: 2013-10-14

Reporting Person: IRWIN MICHAEL J (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-10-14	Common Stock	D	276	—	Disposed	19274.178	Direct
2013-10-14	Common Stock	A	609	—	Acquired	19883.178	Direct
2013-10-14	Common Stock	A	609	—	Acquired	20492.178	Direct

Footnotes

F1: Disposition of Performance Share Units (Common Stock equivalents) upon certified performance vesting of Performance Share Units (PSUs) awarded to the reporting person on October 11, 2011. 1,156 vested shares will be issued to the reporting person pursuant to the PSU Award Agreement, subject to withholding for taxes.

F2: 609 Restricted Stock Units (Common Stock equivalents) were granted pursuant to the WD-40 Company 2007 Stock Incentive Plan. The Restricted Stock Units (RSUs) will be settled solely with Issuer Common Stock upon an annual vesting schedule as provided for in the Award Agreement for the RSUs as follows: 34% not later than November 15, 2014, 33% not later than November 15, 2015, and 33% not later than November 15, 2016.

F3: 609 Market Share Units (Common Stock equivalents) were granted pursuant to the 2007 Stock Incentive Plan. The Market Share Units (MSUs) will be settled solely with Issuer Common Stock upon performance vesting as provided for in the Award Agreement for the MSUs following a 3-year performance measurement period.

F4: Total includes 813.178 shares held in WD-40 Company Profit Sharing Plan (Company Stock Fund) account. Total also includes 6,800 Restricted Stock Units, of which 2,829 are subject to future vesting, 1,671 Market Share Units, all of which are subject to future vesting, and 1,156 PSUs, all of which are vested.