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: REMBOLT JAY (Vice President Finance & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-10-14	Common Stock	D	413	—	Disposed	25274.985	Direct
2013-10-14	Common Stock	A	1142	—	Acquired	26416.985	Direct
2013-10-14	Common Stock	A	1142	—	Acquired	27558.985	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. 1,734 vested shares will be issued to the reporting person pursuant to the PSU Award Agreement, subject to withholding for taxes.

F2: 1,142 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: 1142 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 5,864.985 shares held in WD-40 Company Profit Sharing Plan (Company Stock Fund) account. Total also includes 3,997 Restricted Stock Units, all of which are subject to future vesting, 2,469 Market Share Units, all of which are subject to future vesting, and 1,734 PSUs, all of which are vested.