content: UNITED STATES
  SECURITIES AND EXCHANGE COMMISSION
  Washington, D.C. 20549
  
  FORM 144
  
  NOTICE OF PROPOSED SALE OF SECURITIES
  PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
  
  ATTENTION: Transmit for filing 3 copies of this form concurrently with either
  placing an order with a broker to execute sale or executing a sale directly
  with a market maker.
  1 (a) NAME OF ISSUER (Please type or print)
  (b) IRS IDENT. NO.
  (c) S.E.C.
  FILE NO.
  WORK LOCATION
  WD-40 Company
  95-1797918
  000-06936
    United States
  1
  (d) ADDRESS OF ISSUER
  STREET
  CITY
  STATE
  ZIP CODE
  (e) TELEPHONE NO.
  
  1061
  Cudahy Place
  San Diego
  CA
  92110
  AREA CODE
  NUMBER
  
  
  
  
  
  619
  275-1400
  2 (a)
  NAME OF PERSON FOR WHOSE ACCOUNT THE SECURITIES ARE TO BE SOLD
  (b) IRS IDENT.
  NO.
  (c) RELATIONSHIP TO ISSUER
  (d) ADDRESS STREET
  CITY
  STATE
  ZIP
  CODE
  
  Michael L. Freeman
  
  Div. President
  1061 Cudahy Place
  San
  Diego
  CA
  92110
  
  INSTRUCTION:  The person filing this notice should contact
  the issuer to obtain the I.R.S. Identification Number and the S.E.C. File
  Number.
  3 (a)
  Title of the Class of Securities To Be Sold
  (b)
  Name and Address of
  Each Broker Through Whom the Securities are to be Offered or Each Market Maker
  who is Acquiring the Securities
  SEC USE ONLY
  (c)
  Number of Shares
  or Other Units
  To Be Sold
  (See instr. 3(c))
  (d)
  Aggregate
  Market
  Value
  (See instr. 3(d))
  (e)
  Number of Shares
  or Other Units
  Outstanding
  (See instr. 3(e))
  (f)
  Approximate Date of Sale
  (See instr. 3(f))
  (MO. DAY YR.)
  (g)
  Name of Each Securities Exchange
  (See instr. 3(g))
  
  
  
  
  Broker-Dealer
  File Number
  
  
  
  
  
  
  
  
  
  
  Common Stock
  Computershare Securities Corp.
  2 North LaSalle Street
  Chicago, IL  60602
  
  Broadcort Correspondent Clearing Division
  Merrill, Lynch, Pierce, Fenner & Smith Incorporated
  101 Hudson Street, 7th Floor
  Jersey City, New Jersey 07302
  
  10,000
  $330,500(1)
  16,547,081
  (2)
  NASDAQ
  
  INSTRUCTIONS:
  1.
  (a)
  Name of issuer
  3.
  (a)
  Title of the class of securities to be
  sold
  
  (b)
  Issuer's I.R.S. Identification Number
  
  (b)
  Name and address of
  each broker through whom the securities are intended to be sold
  
  (c)
  Issuer's
  S.E.C. file number, if any
  
  (c)
  Number of shares or other units to be sold
  (if debt securities, give the aggregate face amount)
  
  (d)
  Issuer's address,
  including zip code
  
  (d)
  Aggregate market value of the securities to be sold
  as of a specified date within 10 days prior to the filing of this
  notice
  
  (e)
  Issuer's telephone number, including area code
  
  (e)
  Number of
  shares or other units of the class outstanding, or if debt securities the face
  amount thereof outstanding, as shown by the most recent report or statement
  published by the issuer
  
  
  
  
  (f)
  Approximate date on which the securities
  are to be sold
  2.
  (a)
  Name of person for whose account the securities are to
  be sold
  
  (g)
  Name of each securities exchange, if any, on which the
  securities are intended to be sold
  
  (b)
  Such person's I.R.S. identification
  number, if such person is an entity
  
  
  
  
  (c)
  Such person's relationship to
  the issuer (e.g., officer, director, 10% stockholder, or member of immediate
  family of any of the foregoing)
  
  
  
  
  (d)
  Such person's address, including
  zip code
  
  
  
  Potential persons who are to 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 1147 (01-04
  
  TABLE I -- SECURITIES TO BE SOLD
  Furnish the following information with respect to the acquisition of the
  securities to be sold and with respect to the payment of all or any part of
  the purchase price or other consideration therefor:
  
  Title of the Class
  Date you Acquired
  Nature of Acquisition Transaction
  Name
  of Person from Whom Acquired
  (If gift, also give date donor acquired)
  Amount of Securities Acquired
  Date
  of Payment
  Nature of Payment
  Common Stock
  (2)
  Exercise of stock
  options
  WD-40 Company
  10,000
   (2)
  Sale Proceeds (2)
  
  INSTRUCTIONS:
  If the securities were purchased and full payment therefor was
  not made in cash at the time of purchase, explain in the table or in a note
  thereto the nature of the consideration given. If the consideration consisted
  of any note or other obligation, or if payment was made in installments
  describe the arrangement and state when the note or other obligation was
  discharged in full or the last installment paid.
  
  
  TABLE II -- SECURITIES SOLD DURING THE PAST 3 MONTHS
  Furnish the following information as to all securities of the issuer sold
  during the past 3 months by the person for whose account the securities are
  to be sold.
  
  Name and Address of Seller
  Title of Securities Sold
  Date of Sale
  Amount of
  Securities Sold
  Gross Proceeds
  
  
  
  
  
  
  
  
  
  
  REMARKS:
  (1)  Estimated based on the fair market value at market close on 10/19/2009 of
  $33.05/share.
  (2)  These control securities, registered on Form S-8, will be acquired upon
  the proposed exercise of stock options for 10,000 shares and sold on the same
  day pursuant to a cashless stock option exercise transaction processed by the
  Issuer's stock option plan administrator.  The proposed transaction will be
  completed pursuant to a Rule 10b5-1 trading plan adopted by the reporting
  person on 10/19/09.  The representations of the reporting person regarding
  knowledge of material adverse information in regard to the current and
  prospective operations of the Issuer were made and they were true and correct
  as of the date of adoption of the Rule 10b5-1 trading plan.
  
  INSTRUCTIONS:
  
  ATTENTION:
  See the definition of "person" in paragraph (a) of
  Rule 144. Information is to be given not only as to the person for whose
  account the securities are to be sold but also as to all other persons
  included in that definition. In addition, information shall be given as to
  sales by all persons whose sales are required by paragraph (e) of Rule 144
  to be aggregated with sales for the account of the person filing this
  notice.
  
  The person for whose account the securities to which this notice
  relates are to be sold hereby represents by signing this notice that he does
  not know any material adverse information in regard to the current and
  prospective operations of the Issuer of the securities to be sold which has
  not been publicly disclosed.
  
  10/20/09
  
  /s/ Michael L. Freeman
  DATE OF NOTICE
  
  (SIGNATURE)
  
  The notice shall be signed by the person for whose account the securities are
  to be sold. At least one copy of the notice shall be manually signed.
  Any copies not manually signed shall bear typed or printed signatures.
  ATTENTION: Intentional misstatements or omission of facts constitute Federal
  Criminal Violations (See 18 U.S.C. 1001)
  SEC 1147 (01-04)
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text: UNITED STATES
  SECURITIES AND EXCHANGE COMMISSION
  Washington, D.C. 20549
  
  FORM 144
  
  NOTICE OF PROPOSED SALE OF SECURITIES
  PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
  
  ATTENTION: Transmit for filing 3 copies of this form concurrently with either
  placing an order with a broker to execute sale or executing a sale directly
  with a market maker.
  1 (a) NAME OF ISSUER (Please type or print)
  (b) IRS IDENT. NO.
  (c) S.E.C.
  FILE NO.
  WORK LOCATION
  WD-40 Company
  95-1797918
  000-06936
    United States
  1
  (d) ADDRESS OF ISSUER
  STREET
  CITY
  STATE
  ZIP CODE
  (e) TELEPHONE NO.
  
  1061
  Cudahy Place
  San Diego
  CA
  92110
  AREA CODE
  NUMBER
  
  619
  275-1400
  2 (a)
  NAME OF PERSON FOR WHOSE ACCOUNT THE SECURITIES ARE TO BE SOLD
  (b) IRS IDENT.
  NO.
  (c) RELATIONSHIP TO ISSUER
  (d) ADDRESS STREET
  CITY
  STATE
  ZIP
  CODE
  
  Michael L. Freeman
  
  Div. President
  1061 Cudahy Place
  San
  Diego
  CA
  92110
  
  INSTRUCTION:  The person filing this notice should contact
  the issuer to obtain the I.R.S. Identification Number and the S.E.C. File
  Number.
  3 (a)
  Title of the Class of Securities To Be Sold
  (b)
  Name and Address of
  Each Broker Through Whom the Securities are to be Offered or Each Market Maker
  who is Acquiring the Securities
  SEC USE ONLY
  (c)
  Number of Shares
  or Other Units
  To Be Sold
  (See instr. 3(c))
  (d)
  Aggregate
  Market
  Value
  (See instr. 3(d))
  (e)
  Number of Shares
  or Other Units
  Outstanding
  (See instr. 3(e))
  (f)
  Approximate Date of Sale
  (See instr. 3(f))
  (MO. DAY YR.)
  (g)
  Name of Each Securities Exchange
  (See instr. 3(g))
  
  Broker-Dealer
  File Number
  
  Common Stock
  Computershare Securities Corp.
  2 North LaSalle Street
  Chicago, IL  60602
  
  Broadcort Correspondent Clearing Division
  Merrill, Lynch, Pierce, Fenner & Smith Incorporated
  101 Hudson Street, 7th Floor
  Jersey City, New Jersey 07302
  
  10,000
  $330,500(1)
  16,547,081
  (2)
  NASDAQ
  
  INSTRUCTIONS:
  1.
  (a)
  Name of issuer
  3.
  (a)
  Title of the class of securities to be
  sold
  
  (b)
  Issuer's I.R.S. Identification Number
  
  (b)
  Name and address of
  each broker through whom the securities are intended to be sold
  
  (c)
  Issuer's
  S.E.C. file number, if any
  
  (c)
  Number of shares or other units to be sold
  (if debt securities, give the aggregate face amount)
  
  (d)
  Issuer's address,
  including zip code
  
  (d)
  Aggregate market value of the securities to be sold
  as of a specified date within 10 days prior to the filing of this
  notice
  
  (e)
  Issuer's telephone number, including area code
  
  (e)
  Number of
  shares or other units of the class outstanding, or if debt securities the face
  amount thereof outstanding, as shown by the most recent report or statement
  published by the issuer
  
  (f)
  Approximate date on which the securities
  are to be sold
  2.
  (a)
  Name of person for whose account the securities are to
  be sold
  
  (g)
  Name of each securities exchange, if any, on which the
  securities are intended to be sold
  
  (b)
  Such person's I.R.S. identification
  number, if such person is an entity
  
  (c)
  Such person's relationship to
  the issuer (e.g., officer, director, 10% stockholder, or member of immediate
  family of any of the foregoing)
  
  (d)
  Such person's address, including
  zip code
  
  Potential persons who are to 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 1147 (01-04
  
  TABLE I -- SECURITIES TO BE SOLD
  Furnish the following information with respect to the acquisition of the
  securities to be sold and with respect to the payment of all or any part of
  the purchase price or other consideration therefor:
  
  Title of the Class
  Date you Acquired
  Nature of Acquisition Transaction
  Name
  of Person from Whom Acquired
  (If gift, also give date donor acquired)
  Amount of Securities Acquired
  Date
  of Payment
  Nature of Payment
  Common Stock
  (2)
  Exercise of stock
  options
  WD-40 Company
  10,000
   (2)
  Sale Proceeds (2)
  
  INSTRUCTIONS:
  If the securities were purchased and full payment therefor was
  not made in cash at the time of purchase, explain in the table or in a note
  thereto the nature of the consideration given. If the consideration consisted
  of any note or other obligation, or if payment was made in installments
  describe the arrangement and state when the note or other obligation was
  discharged in full or the last installment paid.
  
  TABLE II -- SECURITIES SOLD DURING THE PAST 3 MONTHS
  Furnish the following information as to all securities of the issuer sold
  during the past 3 months by the person for whose account the securities are
  to be sold.
  
  Name and Address of Seller
  Title of Securities Sold
  Date of Sale
  Amount of
  Securities Sold
  Gross Proceeds
  
  REMARKS:
  (1)  Estimated based on the fair market value at market close on 10/19/2009 of
  $33.05/share.
  (2)  These control securities, registered on Form S-8, will be acquired upon
  the proposed exercise of stock options for 10,000 shares and sold on the same
  day pursuant to a cashless stock option exercise transaction processed by the
  Issuer's stock option plan administrator.  The proposed transaction will be
  completed pursuant to a Rule 10b5-1 trading plan adopted by the reporting
  person on 10/19/09.  The representations of the reporting person regarding
  knowledge of material adverse information in regard to the current and
  prospective operations of the Issuer were made and they were true and correct
  as of the date of adoption of the Rule 10b5-1 trading plan.
  
  INSTRUCTIONS:
  
  ATTENTION:
  See the definition of "person" in paragraph (a) of
  Rule 144. Information is to be given not only as to the person for whose
  account the securities are to be sold but also as to all other persons
  included in that definition. In addition, information shall be given as to
  sales by all persons whose sales are required by paragraph (e) of Rule 144
  to be aggregated with sales for the account of the person filing this
  notice.
  
  The person for whose account the securities to which this notice
  relates are to be sold hereby represents by signing this notice that he does
  not know any material adverse information in regard to the current and
  prospective operations of the Issuer of the securities to be sold which has
  not been publicly disclosed.
  
  10/20/09
  
  /s/ Michael L. Freeman
  DATE OF NOTICE
  
  (SIGNATURE)
  
  The notice shall be signed by the person for whose account the securities are
  to be sold. At least one copy of the notice shall be manually signed.
  Any copies not manually signed shall bear typed or printed signatures.
  ATTENTION: Intentional misstatements or omission of facts constitute Federal
  Criminal Violations (See 18 U.S.C. 1001)
  SEC 1147 (01-04)