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: FREEMAN MICHAEL L (Division President, Americas)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-10-13	Common Stock	A	1099	—	Acquired	30413.14	Direct
2014-10-13	Common Stock	A	1099	—	Acquired	31512.14	Direct

Footnotes

F1: 1,099 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: 1,099 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 2,264.140 shares held in WD-40 Company Profit Sharing Plan (Company Stock Fund) account. Total also includes 7,735 Restricted Stock Units, of which 3,764 are subject to future vesting and 3,834 Market Share Units, all of which are subject to future vesting