WD 40 CO — Director's Dealing 2017

Oct 31, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WD 40 CO (WDFC)
CIK: 0000105132
Period of Report: 2017-10-27

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-10-27	Common Stock	F	2337	—	Disposed	94734.132	Direct
2017-10-27	Common Stock	F	3630	—	Disposed	91104.132	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	12419.372	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 4,475 RSUs (Common Stock equivalents).

F2: Shares withheld pursuant to mandatory provisions of a Market Share Unit (MSU) Award Agreement in satisfaction of tax withholding obligation upon settlement of 9,530 MSUs (Common Stock equivalents).

F3: Total includes 1,251.132 shares held in WD-40 Company Profit Sharing Plan (Company Stock Fund) account. Total also includes 14,579 RSUs, of which 8,695 are subject to future vesting, 4,418 MSUs (target number) awarded to the reporting person in 2015, all of which are subject to future vesting, and 967 vested Deferred Performance Units (Common Stock equivalents). MSUs (which are performance-based equity awards) that were granted to the reporting person on October 11, 2016 and October 9, 2017 are not reported herein as beneficially owned Common Stock equivalents. .

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.