Sec Form 4/A Filing - SEWITCH STANLEY JR @ WD 40 CO - 2016-10-10

Insider filing report for Changes in Beneficial Ownership
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FORM 4/A
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
SEWITCH STANLEY JR
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, Global Org. Dev.
(Last) (First) (Middle)
WD-40 COMPANY, 1061 CUDAHY PLACE
3. Date of Earliest Transaction (MM/DD/YY)
10/10/2016
(Street)
SAN DIEGO, CA92110
4. If Amendment, Date Original Filed (MM/DD/YY)
10/12/2016
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 10/10/2016 A 361 ( 1 ) A 7,397.007 ( 2 ) 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
SEWITCH STANLEY JR
WD-40 CO MPANY
1061 CUDAHY PLACE
SAN DIEGO, CA92110
VP, Global Org. Dev.
Signatures
Richard T. Clampitt, as attorney-in-fact for Stanley Sewitch, Jr. 10/27/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The number of Market Share Units (Common Stock equivalents) (MSUs) has been corrected to report the actual number of MSUs acquired upon certified vesting of MSUs awarded to the reporting person on October 14, 2013. The original report incorrectly reported the acquisition of 722 MSUs. The vested MSUs will be settled by issuance of shares of Common Stock not later than November 15, 2016.
( 2 )The total reported as of the transaction date included 990.007 shares held in the WD-40 Company Profit Sharing Plan (Company Stock Fund) account. The total also included 1,547 Restricted Stock Units (Common Stock equivalents) (RSUs), all of which are subject to future vesting, 1,585 MSUs (target number) awarded to the reporting person in 2014 and 2015, all of which are subject to future vesting, 1,083 vested MSUs and 190 vested Deferred Performance Units (Common Stock equivalents) (DPUs). The vested DPUs will be settled solely with Issuer Common Stock following termination of employment. The total reported as of October 10, 2016 does not include the award of RSUs on October 11, 2016 that were included on the original Form 4 report filed on October 12, 2016.

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