Sec Form 4 Filing - LINDEMAN JEFFREY G @ WD 40 CO - 2024-10-03

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
LINDEMAN JEFFREY G
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)
VP, Chief People, Cult. & Cap.
(Last) (First) (Middle)
C/O: WD-40 COMPANY, 9715 BUSINESSPARK AVE.
3. Date of Earliest Transaction (MM/DD/YY)
10/03/2024
(Street)
SAN DIEGO, CA92131
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 10/03/2024 A 637 ( 1 ) A 3,710 D
Common Stock 10/03/2024 A 390 ( 2 ) A 4,100 D
Common Stock 10/03/2024 A 125 ( 3 ) A 4,186 ( 4 ) 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
LINDEMAN JEFFREY G
C/O: WD-40 COMPANY
9715 BUSINESSPARK AVE.
SAN DIEGO, CA92131
VP, Chief People, Cult. & Cap.
Signatures
Ann T. Nguyen, attorney-in-fact for Jeffrey G. Lindeman 10/07/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents a grant of restricted stock units (RSUs) under the WD-40 Company 2016 Stock Incentive Plan, as amended and restated effective December 12, 2023. Except as otherwise provided in the RSU award agreement, the RSUs vest annually over 3 years.
( 2 )Represents the vesting of market share units (MSUs) upon certification of market performance achieved. The 3-year performance cliff vesting MSUs were granted on October 12, 2021 under the WD-40 Company 2016 Stock Incentive Plan and will be settled with Issuer's Common Stock on the date provided for in the MSU award agreement.
( 3 )Represents the vesting of performance stock units (PSUs) upon certification of fiscal year 2024 performance achieved. The PSUs were granted on October 5, 2023 under the WD-40 Company 2016 Stock Incentive Plan and will be settled with Issuer's restricted Common Stock on the date provided for in the PSU award agreement. Reporting Person may not sell such restricted stock before termination of employment.
( 4 )Total includes: (i) 2,007 unvested RSUs (which include the grant of RSUs reported in this Form 4), (ii) 390 shares of Common Stock to be received upon settlement of MSUs, (iii) 125 shares of restricted Common Stock to be received upon settlement of PSUs, and (iv) 687 shares held in Reporting Person's WD-40 Company Profit Sharing / 401(k) Plan account. The current balance in the 401(k) account reflects a net reduction of 38 shares from the previously reported balance (725 shares) for the following stock activity: (a) on May 1, 2023 and May 28, 2024, the 401(k) plan administrator unilaterally liquidated WDFC shares with a total value of approximately $10,000 to return excess 401(k) contributions for tax years 2022 and 2023 to Reporting Person, and (b) from July 2023 through July 2024, Reporting Person received quarterly stock dividends.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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