SEC Form 4 · accession 0001140361-17-038475
WD 40 CO · WDFC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael L Freeman
Officer — Chief Strategy Officer
Period of report
Oct 9, 2017
Accepted (ET)
Oct 11, 2017 · 7:37 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000105132
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Oct 9, 2017 | A | 753 | — | A | 29,111 | D | |
| Common StockF2,F3 | Oct 9, 2017 | A | 1,099 | — | A | 30,210 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Restricted Stock Units (Common Stock equivalents) were granted pursuant to the WD-40 Company 2016 Stock Incentive Plan. The Restricted Stock Units (RSUs) will be settled solely with Issuer Common Stock upon an annual vesting schedule as provided for in the Award Agreement for the RSUs as follows: 34% not later than November 15, 2018, 33% not later than November 15, 2019, and 33% not later than November 15, 2020.
- F2Acquisition of additional vested Market Share Units (Common Stock equivalents) upon certified performance vesting of Market Share Units (MSUs) awarded to the reporting person on October 13, 2014. Vested MSUs will be settled solely with Issuer Common Stock not later than November 15, 2017.
- F3Total includes 2,380.672 shares held in WD-40 Company Profit Sharing Plan (Company Stock Fund) account. Total also includes 6,466 RSUs, of which 2,495 are subject to future vesting, 909 MSUs (target number) awarded to the reporting person in 2015, all of which are subject to future vesting, 2,198 vested MSUs, and 334 vested Deferred Performance Units (Common Stock equivalents). MSUs (which are performance-based equity awards) that were granted to the reporting person on October 11, 2016 and October 9, 2017 are not reported herein as beneficially owned Common Stock equivalents.