Statement of Changes in Beneficial Ownership (4)
March 21 2022 - 6:38PM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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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1. Name and Address of Reporting Person
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RIDGE GARRY O |
2. Issuer Name and Ticker or Trading Symbol
WD 40 CO
[
WDFC
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) CEO and Chair of the Board |
(Last)
(First)
(Middle)
C/O: WD-40 COMPANY, 9715 BUSINESSPARK AVENUE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/21/2022 |
(Street)
SAN DIEGO, CA 92131
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 3/21/2022 | | A | | 5347 | A | (1) | 66063 (2) | D | |
Common Stock | | | | | | | | 12465 | I | By Spouse (3) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 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 |
Explanation of Responses: |
(1) | Restricted stock units (RSUs) were granted pursuant to the Transition and Release Agreement (TRA) dated March 11, 2022. RSUs are scheduled to vest on June 30, 2023, subject to certain terms and conditions in the TRA and/or the respective award agreement. |
(2) | Total includes: (i) 1,307 shares held in the WD-40 Company Profit Sharing / 401(k) Plan and Trust (Company Stock Fund account), (ii) 1,700 shares of restricted Common Stock received (net of shares withheld for taxes) upon settlement of Performance Share Units or PSUs, (iii) 12,876 of unvested RSUs, which includes the grant of RSUs reported in this Form 4, and (iv) 967 Deferred Performance Units (Common Stock equivalents). Immaterial increases in shares held in the Common Stock Fund account are due to stock dividends received periodically. |
(3) | The reporting person disclaims beneficial ownership of these shares and this report of indirect beneficial ownership shall not be deemed an admission that the reporting person is, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of such shares. Immaterial increases in shares are due to stock dividends received periodically. |
Remarks: See attached Power of Attorney dated March 3, 2022. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
RIDGE GARRY O C/O: WD-40 COMPANY 9715 BUSINESSPARK AVENUE SAN DIEGO, CA 92131 | X |
| CEO and Chair of the Board |
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Signatures
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Phenix Q. Kiamilev, attorney-in-fact for Garry O. Ridge | | 3/21/2022 |
**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). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
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. |
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