WD 40 CO — Director's Dealing 2016

Oct 12, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-10-11	Common Stock	A	782	—	Acquired	28094.619	Direct
2016-10-10	Common Stock	A	1142	—	Acquired	29236.619	Direct
2016-10-10	Common Stock	A	334	—	Acquired	29570.619	Direct

Footnotes

F1: 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, 2017, 33% not later than November 15, 2018, and 33% not later than November 15, 2019.

F2: Acquisition of additional vested Market Share Units (Common Stock equivalents) upon certified performance vesting of Market Share Units (MSUs) awarded to the reporting person on October 14, 2013. Vested MSUs will be settled solely with Issuer Common Stock not later than November 15, 2016.

F3: Acquisition of vested Deferred Performance Units (Common Stock equivalents) upon certified performance vesting of Deferred Performance Units (DPUs) awarded to the reporting person on October 12, 2015. Vested DPUs will be settled solely with Issuer Common Stock following termination of employment.

F4: Total includes 2,338.619 shares held in WD-40 Company Profit Sharing Plan (Company Stock Fund) account. Total also includes 6,762 RSUs, of which 2,791 are subject to future vesting, and 2,008 MSUs (target number) awarded to the reporting person in 2014 and 2015. MSUs and DPUs (which are performance-based equity awards) that were granted to the reporting person on October 11, 2016 are not reported herein as beneficially owned common stock equivalents.