Sec Form 4 Filing - SEWITCH STANLEY JR @ WD 40 CO - 2015-10-12

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 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) 10/12/2015 (Street) SAN DIEGO, CA92110 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 10/12/2015 A 779 ( 1 ) A 6,430.073 D Common Stock 10/12/2015 A 779 ( 2 ) A 7,209.073 ( 4 ) D Common Stock 10/12/2015 A 977 ( 3 ) A 8,186.07 ( 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 SEWITCH STANLEY JR WD-40 COMPANY 1061 CUDAHY PLACE SAN DIEGO, CA92110 VP, Global Org. Dev. Signatures Richard T. Clampitt, as attorney-in-fact for Stanley Sewitch, Jr. 10/14/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )779 Restricted Stock Units (Common Stock equivalents) were granted pursuant to theWD-40 Company 2007 Stock Incentive Plan. The Restricted Stock Units (RSUs) will be settled solely with Issuer Common Stock upon an annual vesting schedule as provided for in the Award Agreement for the RSUs as follows: 34% not later than November 15, 2016, 33% not later than November 15, 2017, and 33% not later than November 15, 2018. ( 2 )779 Market Share Units (Common Stock equivalents) were granted pursuant to the 2007 Stock Incentive Plan. The Market Share Units (MSUs) will be settled solely with Issuer Common Stock upon performance vesting as provided for in the Award Agreement for the MSUs following a 3-year performance measurement period. ( 3 )Acquisition of Market Share Units (Common Stock equivalents) upon certified performance vestingof Market Share Units (MSUs) awarded to the reporting person on October 25, 2012. A total of 1,954 vested shares will be issued to the reporting person pursuant to the MSU Award Agreement, subject to withholding for taxes. ( 4 )Total includes 975.073 shares held in WD-40 Company Profit Sharing Plan (Company Stock Fund) account. Total also includes 1,605 Restricted Stock Units, all of which are subject to future vesting and 4,261 Market Share Units, of which 2,307 are subject to future vesting.

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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