Edgar Filing: IRWIN MICHAEL J

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 ^*

IRWIN MICHAEL J

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/CFO

(Last)

(First)

(Middle)

1061 CUDAHY PLACE

3. Date of Earliest Transaction (Month/Day/Year)
02/08/2006

(Street)

SAN DIEGO, CA 92110

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/08/2006		M		2,400	A	$ 23	7,458 ⁽¹⁾	D
Common Stock	02/08/2006		S		2,400	D	$ 30.2207	5,058 ⁽¹⁾	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Incentive Stock Option

$ 23

02/08/2006

2,400

09/23/1997

09/23/2006

Common Stock

2,400

$ 0

84,804 ⁽²⁾ ⁽³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
IRWIN MICHAEL J 1061 CUDAHY PLACE SAN DIEGO, CA 92110			Executive Vice President/CFO

Signatures

Michael J Irwin		02/10/2006
^**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 658 shares held in WD-40 Company Profit Sharing Plan (Company Stock Fund) account; estimated number of shares based upon equivalent value of units held.
(2)	ISO 5000 shares exercisable 09/22/98 at $31.75 exp. 09/22/07; ISO 6000 shares exercisable 09/29/99 at $23.063 exp. 09/29/08; ISO 120 shares exercisable 09/28/00 at $23.50 exp. 09/28/09; Non Qualified Stock Option (NQSO) 5880 shares exercisable 09/26/00 at $23.50 exp. 09/26/09; ISO 4804 shares exercisable 09/26/01 at $20.813 exp. 09/26/10; NQSO 15000 shares exercisable 04/27/02 at $18.084 exp. 04/27/11; NQSO 5181 shares exercisable 09/25/02 at $20.75 exp. 09/25/11; ISO 4819 shares exercisable 09/25/02 at $20.75 exp. 09/25/11; NQSO 10000 shares exercisable 09/24/03 at $27.56 exp. 09/24/12; NQSO 10000 shares (3400 exercisable 09/23/04; 3300 exercisable 09/23/05; 3300 exercisable 09/23/06) at $29.30 exp. 09/24/13; NQSO 9000 shares (3060 exercisable 10/19/05, 2970 exercisable 10/19/06, 2970 exercisable 10/19/07) at $27.67 exp. 10/19/14;
(3)	In addition to the securities beneficially owned listed in footnote 2, NQSO 9000 shares (3060 exercisable 10/18/06, 2970 exercisable 10/18/07, 2970 exercisable 10/18/08) at $27.27 exp. 10/18/15.

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