Ownership Submission
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 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
MILNER GRAHAM P
   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)
Executive Vice President
(Last)
(First)
(Middle)
228 WINTERHAWK LANE		 3. Date of Earliest Transaction (Month/Day/Year)
04/19/2010
(Street)

ENCINITAS, CA 92024		 4. If Amendment, Date 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
(City)
(State)
(Zip)
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 04/19/2010   M   4,000 A $ 20.813 25,532 D  
Common Stock 04/19/2010   S   4,000 D $ 35.14 21,532 (1) D  

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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 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
Non Qualified Stock Option (NQSO) $ 20.813 04/19/2010   M     4,000 09/26/2003 09/26/2010 Common Stock 4,000 $ 0 82,900 (2) D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
MILNER GRAHAM P
228 WINTERHAWK LANE
ENCINITAS, CA 92024		       Executive Vice President  

Signatures

 Maria M. Mitchell, as attorney-in-fact for Graham P. Milner   04/21/2010
**Signature of Reporting Person Date

Explanation of Responses:

* 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) Total includes 1,486 shares held in WD-40 Company Profit Sharing Plan (Company Stock Fund) account - estimated number of shares based upon equivalent value of Company Stock Fund units held. Total also includes 9,036 Restricted Stock Units, of which 6,388 are subject to future vesting, and 2,400 Performance Share Units, all of which are subject to future vesting.
(2) NQSO for 11,096 shares exercisable 09/26/03 at $20.813 expires 09/26/10; Incentive Stock Option (ISO) for 2,104 shares exercisable 09/26/01 at $20.813 exp. 09/26/10; NQSO for 5,181 shares exercisable 09/25/04 at $20.75 exp. 09/25/11; ISO for 4,819 shares exercisable 09/25/02 at $20.75 exp. 09/25/11; NQSO for 10,000 shares exercisable 9/24/05 at $27.56 exp. 09/24/12; NQSO for 10,000 shares exercisable 09/23/06 at $29.30 exp. 09/24/13; NQSO for 8,000 shares exercisable 10/19/07 at $27.67 exp. 10/19/14; NQSO for 9,000 shares exercisable 10/18/08 at $27.27 exp. 10/18/15; NQSO for 10,000 shares exercisable 10/17/09 at $35.99 exp. 10/17/16; and NQSO for 12,700 shares (4318 exercisable 10/16/08, 4191 exercisable 10/16/09, 4191 exercisable 10/16/10) at $36.03 exp. 10/16/17.

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