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).
  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Magee Edward O Jr
(Last) (First) (Middle)
C/O: WD-40 COMPANY
9715 BUSINESSPARK AVENUE
(Street)
SAN DIEGO CA 92131
(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)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/12/2024
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 12/12/2024 A 412(1) A (1) 1,916 D
Common Stock 12/12/2024 A 93(2) A (2) 2,009(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
Explanation of Responses:
1. Represents a restricted stock unit ("RSU") award covering shares of Issuer's common stock granted in accordance with Issuer's Directors' Compensation Policy and Election Plan adopted on October 3, 2024 ("2024 Directors' Compensation Policy"). This RSU award, which was granted effective December 12, 2024 and had an aggregate fair market value of approximately $110,000 on such date, is the non-elective portion of annual director compensation and vests upon grant.
2. Represents an elective RSU award covering shares of Issuer's common stock granted in accordance with the 2024 Directors' Compensation Policy. This RSU award, which was granted effective December 12, 2024 ("Grant Date") and was in lieu of receiving cash for 1/3 of annual base compensation for directors, had an aggregate fair market value of approximately $25,000 on the Grant Date. Unless as otherwise provided in the 2024 Directors' Compensation Policy, and subject to continuous service as a director, the RSU award vests 1/12th per month over one year commencing on the first day of the calendar month after the Grant Date.
3. Represents: (i) 56 shares acquired before Reporting Owner's appointment to Issuer's Board of Directors, (ii) 1,860 vested RSUs treated as common stock equivalents, and (iii) 93 unvested RSUs. Following termination of Reporting Person's service as a director, vested RSUs will be settled with Issuer's common stock.
Ann T. Nguyen, attorney-in-fact for Edward O. Magee, Jr. 12/16/2024
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
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