WD 40 CO — Director's Dealing 2014

Oct 28, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WD 40 CO (WDFC)
CIK: 0000105132
Period of Report: 2014-10-24

Reporting Person: RIDGE GARRY O (Director, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-10-24	Common Stock	D	1968	—	Disposed	77995.891	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	11744.023	Indirect

Footnotes

F1: Shares withheld pursuant to mandatory provisions of Restricted Stock Unit (RSU) Award Agreements in satisfaction of tax withholding obligation upon settlement of 5,233 RSUs (Common Stock equivalents).

F2: Total includes 1,189.891 shares held in WD-40 Company Profit Sharing Plan (Company Stock Fund) account. Total also includes 15,768 Restricted Stock Units, of which 9,884 are subject to future vesting, and 15,709 Market Share Units, all of which are subject to future vesting.

F3: The reporting person disclaims beneficial ownership of these shares and this report of indirect beneficial ownership shall not be deemed an admission that the reporting person is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of such shares.