0000904454-21-000273.txt : 20210303 0000904454-21-000273.hdr.sgml : 20210303 20210303132030 ACCESSION NUMBER: 0000904454-21-000273 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20210303 DATE AS OF CHANGE: 20210303 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WD 40 CO CENTRAL INDEX KEY: 0000105132 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS CHEMICAL PRODUCTS [2890] IRS NUMBER: 951797918 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-37365 FILM NUMBER: 21708089 BUSINESS ADDRESS: STREET 1: 9715 BUSINESSPARK AVENUE CITY: SAN DIEGO STATE: CA ZIP: 92131 BUSINESS PHONE: 6192751400 MAIL ADDRESS: STREET 1: 9715 BUSINESSPARK AVENUE CITY: SAN DIEGO STATE: CA ZIP: 92131 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: APG Asset Management US Inc. CENTRAL INDEX KEY: 0001323255 IRS NUMBER: 061285941 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 666 THIRD AVENUE STREET 2: 2ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: (917) 368-3500 MAIL ADDRESS: STREET 1: 666 THIRD AVENUE STREET 2: 2ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: APG Investments US Inc. DATE OF NAME CHANGE: 20080509 FORMER COMPANY: FORMER CONFORMED NAME: ABP Investments US, Inc. DATE OF NAME CHANGE: 20050407 SC 13G/A 1 s13ga_022621-wd40co.htm SCHEDULE 13G-A FOR WD-40 COMPANY

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13G

 
Under the Securities Exchange Act of 1934
(Amendment No. 2)
 
 
WD-40 Company
(Name of Issuer)
 
 
Common Stock, $0.001 par value
(Title of Class of Securities)
 
 
929236107
(CUSIP Number)
 
 
February 26, 2021
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[X]   Rule 13d-1(b)
[  ]   Rule 13d-1(c)
[  ]   Rule 13d-1(d)

_______________________

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).






1



CUSIP No. 929236107


1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS  (VOLUNTARY) (ENTITIES ONLY):
 
APG Asset Management US Inc.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 
(a) [   ]
(b) [X]
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware, United States of America
 
  
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING
PERSON WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
1,532,652
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
1,532,652
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,532,652
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
[   ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
11.2%*
12
TYPE OF REPORTING PERSON
 
CO, IA

* Based on 13,688,203 shares of Common Stock outstanding as of January 4, 2021, as reported in the Issuer’s Report on Form 10-Q for the period ended November 30, 2020 filed with the Securities and Exchange Commission on January 7, 2021.






2


CUSIP No. 929236107


1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (VOLUNTARY) (ENTITIES ONLY):
 
APG Asset Management, N.V.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 
(a) [   ]
(b) [X]
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Kingdom of the Netherlands
 
  
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING
PERSON WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
1,532,652
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
1,532,652
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,532,652
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
[   ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
11.2%*
12
TYPE OF REPORTING PERSON
 
CO

* Based on 13,688,203 shares of Common Stock outstanding as of January 4, 2021, as reported in the Issuer’s Report on Form 10-Q for the period ended November 30, 2020 filed with the Securities and Exchange Commission on January 7, 2021.







3



CUSIP No. 929236107


1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (VOLUNTARY) (ENTITIES ONLY):
 
APG Groep, N.V.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 
(a) [   ]
(b) [X]
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Kingdom of the Netherlands
 
  
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING
PERSON WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
1,532,652
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
1,532,652
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,532,652
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
[   ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
11.2%*
12
TYPE OF REPORTING PERSON
 
CO

* Based on 13,688,203 shares of Common Stock outstanding as of January 4, 2021, as reported in the Issuer’s Report on Form 10-Q for the period ended November 30, 2020 filed with the Securities and Exchange Commission on January 7, 2021.






4


CUSIP No. 929236107


1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (VOLUNTARY) (ENTITIES ONLY):
 
Stichting Pensioenfonds ABP
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 
 
(a) [   ]
(b) [X]
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Kingdom of the Netherlands
 
  
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING
PERSON WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
1,532,652
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
1,532,652
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,532,652
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
[   ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
11.2%*
12
TYPE OF REPORTING PERSON
 
EP

* Based on 13,688,203 shares of Common Stock outstanding as of January 4, 2021, as reported in the Issuer’s Report on Form 10-Q for the period ended November 30, 2020 filed with the Securities and Exchange Commission on January 7, 2021.







5


CUSIP No. 929236107


AMENDMENT NO. 2 TO SCHEDULE 13G

Reference is hereby made to the statement on Schedule 13G filed with the Securities and Exchange Commission by the Reporting Persons with respect to the Common Stock of the Issuer on February 4, 2020 and Amendment No. 1 thereto filed on January 19, 2021 (as so amended, the “Schedule 13G”).  Terms defined in the Schedule 13G are used herein as so defined.

The following Item of the Schedule 13G is hereby amended and restated as follows:

ITEM 4.
Ownership:
 
The information requested in this item is incorporated herein by reference to the cover pages to this Amendment No. 2 to Schedule 13G.
 
 
APG Asset Management, N.V. ("APG NL") is wholly-owned by APG Groep, N.V. (“APG Groep”) and is the investment manager with respect to the securities to which this statement relates.  Pursuant to an Investment Management Agreement, APG NL has delegated its investment and voting power with respect to such securities to APG Asset Management US, Inc. (“APG US”), which is its wholly-owned subsidiary.  Stichting Pensioenfonds ABP is the majority owner of APG Groep.  By virtue of the relationships described above, each of the Reporting Persons may be deemed to share beneficial ownership of the securities to which this statement relates and may be deemed to be a member of a “group” (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended). However, each Reporting Person disclaims membership in any such group, and further, each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.
 
   
   







6



CUSIP No. 929236107

SIGNATURE

After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Date: March 3, 2021

 
APG ASSET MANAGEMENT US, INC.
 
 
 
 
 
 
By:
/s/ Evan Gordon
 
 
Name:
Evan Gordon
 
 
Title:
Chief Compliance Officer
 
       
       
 
APG ASSET MANAGEMENT, N.V.
 
 
 
 
 
 
By:
/s/ Evan Gordon
 
 
Name:
Evan Gordon
 
 
Title:
Chief Compliance Officer
 
 
 
 
 
       
 
APG GROEP, N.V.
 
       
 
By:
/s/ Evan Gordon
 
 
Name:
Evan Gordon
 
 
Title:
Chief Compliance Officer
  
 
 
 
 
       
 
STICHTING PENSIOENFONDS ABP
 
       
 
By:
/s/ Evan Gordon
 
 
Name:
Evan Gordon
 
 
Title:
Chief Compliance Officer
  
       
       








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