WD 40 CO — Director's Dealing 2016

Oct 31, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WD 40 CO (WDFC)
CIK: 0000105132
Period of Report: 2016-10-28

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-10-28	Common Stock	D	2364	—	Disposed	91286.032	Direct
2016-10-28	Common Stock	D	3436	—	Disposed	87850.032	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 4,584 RSUs (Common Stock equivalents).

F2: Shares withheld pursuant to mandatory provisions of Market Share Unit (MSU) Award Agreements in satisfaction of tax withholding obligation upon settlement of 9,142 MSUs (Common Stock equivalents).

F3: Total includes 1,229.032 shares held in WD-40 Company Profit Sharing Plan (Company Stock Fund) account. Total also includes 14,620 Restricted Stock Units, of which 8,736 are subject to future vesting, and 9,183 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.