WD 40 CO — Director's Dealing 2015

Oct 14, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WD 40 CO (WDFC)
CIK: 0000105132
Period of Report: 2015-10-12

Reporting Person: FREEMAN MICHAEL L (Division President, Americas)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-10-12	Common Stock	A	909	—	Acquired	30163.344	Direct
2015-10-12	Common Stock	A	909	—	Acquired	31072.344	Direct
2015-10-12	Common Stock	A	1593	—	Acquired	32665.344	Direct

Footnotes

F1: 909 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, 2016, 33% not later than November 15, 2017, and 33% not later than November 15, 2018.

F2: 909 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: Acquisition of Market Share Units (Common Stock equivalents) upon certified performance vesting
of Market Share Units (MSUs) awarded to the reporting person on October 25, 2012. A total of 3,186 vested shares will be issued to the reporting person pursuant to the MSU Award Agreement, subject to withholding for taxes.

F4: Total includes 2,303.344 shares held in WD-40 Company Profit Sharing Plan (Company Stock Fund) account. Total also includes 7,256 Restricted Stock Units, of which 3,285 are subject to future vesting and 6,336 Market Share Units, of which 3,150 are subject to future vesting