SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
FREEMAN MICHAEL L

(Last) (First) (Middle)
1061 CUDAHY PLACE

(Street)
SAN DIEGO CA 92110

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
WD 40 CO [ WDFC ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Division President, Americas
3. Date of Earliest Transaction (Month/Day/Year)
09/11/2012
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 09/11/2012 (1) M (1) 954 A $36.03 28,589.751 D
Common Stock 09/11/2012 (1) S (1) 954 D $51.99 27,635.751 D
Common Stock 09/12/2012 (1) M (1) 1,321 A $36.03 28,956.751 D
Common Stock 09/12/2012 (1) S (1) 1,321 D $51.99 27,635.751 D
Common Stock 09/13/2012 (1) M (1) 1,225 A $36.03 28,860.751 D
Common Stock 09/13/2012 (1) S (1) 1,225 D $51.99 (2) 27,635.751 (3) D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Non-qualified Stock Option $36.03 09/11/2012 (1) M (1) 954 10/16/2010 10/16/2017 Common Stock 954 (4) 2,546 D
Non-qualified Stock Option $36.03 09/12/2012 (1) M (1) 1,321 10/16/2010 10/16/2017 Common Stock 1,321 (4) 1,225 D
Non-qualified Stock Option $36.03 09/13/2012 (1) M (1) 1,225 10/16/2010 10/16/2017 Common Stock 1,225 (4) 0 D
Explanation of Responses:
1. Transaction pursuant to trading plan adopted pursuant to Rule 10b5-1 under Securities Exchange Act of 1934.
2. Average price for multiple sales at prices ranging from $52.04 to $51.99 per share.
3. Total includes 2,171.751 shares held in WD-40 Company Profit Sharing Plan (Company Stock Fund) account. Also includes 6,987 Restricted Stock Units, of which 3,016 are subject to future vesting, and 4,547 Performance Share Units, all of which are subject to future vesting.
4. Not applicable.
Remarks:
Maria M Mitchell, attorney-in-fact for Michael L Freeman 09/13/2012
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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