WD 40 CO — Director's Dealing 2015

Oct 27, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WD 40 CO (WDFC)
CIK: 0000105132
Period of Report: 2015-10-23

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-10-23	Common Stock	D	2731	—	Disposed	90494.494	Direct
2015-10-23	Common Stock	D	6651	—	Disposed	83843.494	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	12400.432	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 5,232 RSUs (Common Stock equivalents).

F2: Shares withheld pursuant to mandatory provisions of Market Stock Unit (MSU) Award Agreements in satisfaction of tax withholding obligation upon settlement of 12,746 MSUs (Common Stock equivalents).

F3: Total includes 1,210.494 shares held in WD-40 Company Profit Sharing Plan (Company Stock Fund) account. Total also includes 14,954 Restricted Stock Units, of which 9,070 are subject to future vesting, and 13,754 Market Share Units, all of which are subject to future vesting.

F4: 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.