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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
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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 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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Brass Steven A C/O: WD-40 COMPANY 9715 BUSINESSPARK AVE. SAN DIEGO, CA 92131 |
X | President and CEO | ||
| Ann T. Nguyen, attorney-in-fact for Steven A. Brass | 10/07/2024 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (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) 13,387 unvested RSUs (which include the grant of RSUs reported in this Form 4), (ii) 2,086 shares of Common Stock to be received upon settlement of MSUs, (iii) 498 shares of restricted Common Stock to be received upon settlement of PSUs, (iv) 108 vested deferred performance units or DPUs, which are Common Stock equivalents, and (v) 2,224 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 addition of 16 shares from the previously reported balance (2.208 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 $6,000 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. |