WD 40 CO — Director's Dealing 2014

Oct 15, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WD 40 CO (WDFC)
CIK: 0000105132
Period of Report: 2014-10-13

Reporting Person: NOBLE WILLIAM B (Managing Director, Europe)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-10-13	Common Stock	A	806	—	Acquired	11218	Direct
2014-10-13	Common Stock	A	806	—	Acquired	12024	Direct

Footnotes

F1: 806 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.

F2: 806 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.

F3: Total includes 6,666 Restricted Stock Units, of which 2,695 are subject to future vesting and 2,759 Market Share Units, all of which are subject to future vesting.