William B Noble Form 4 WD 40 / WILLIAM B NOBLE ownership change

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).

1. Name and Address of Reporting Person^*

NOBLE WILLIAM B

(Last) (First) (Middle)

C/O: WD-40 COMPANY

9715 BUSINESSPARK AVE.

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Group Managing Director, EIMEA

3. Date of Earliest Transaction (Month/Day/Year)
10/22/2024

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	10/22/2024		F		245(1)	D	(1)	10,074	D
Common Stock	10/22/2024		F		204(2)	D	(2)	9,870	D
Common Stock	10/22/2024		F		71(3)	D	(3)	9,799	D
Common Stock	10/22/2024		S		800	D	$256.98	8,999(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 (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. Shares withheld pursuant to mandatory provisions of Restricted Stock Unit (RSU) Award Agreement(s) in satisfaction of tax withholding obligations upon vesting of 519 RSUs.

2. Shares withheld pursuant to mandatory provisions of Market Share Unit (MSU) Award Agreement in satisfaction of tax withholding obligations upon vesting of 434 MSUs.

3. Shares withheld pursuant to mandatory provisions of Performance Stock Unit (PSU) Award Agreement in satisfaction of tax withholding obligations upon vesting of 151 PSUs.

4. Total includes: (i) 1,025 unvested RSUs, (ii) 522 shares of restricted Common Stock received upon settlement of PSUs, and (iii) 280 vested deferred performance units or DPUs, which are Common Stock equivalents.

	Ann T. Nguyen, attorney-in-fact for William B. Noble	10/24/2024
	** 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).
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