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CUSIP 929236107
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Page 1 of 7 Pages
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WD-40 Co.
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(Name of Issuer)
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Common Stock
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(Title of Class of Securities)
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929236107
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(CUSIP Number)
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December 31, 2012
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(Date of Event which Requires Filing of this Statement)
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X
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Rule 13d-1(b)
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Rule 13d-1(c)
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Rule 13d-1(d)
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CUSIP 929236107
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Page 2 of 7 Pages
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1
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NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Vaughan Nelson Investment Management, L.P. 04-3304963
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
565,825
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6
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SHARED VOTING POWER
0
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7
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SOLE DISPOSITIVE POWER
712,400
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8
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SHARED DISPOSITIVE POWER
74,018
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
786,418 shares
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
Not Applicable
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.0%
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12
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TYPE OF REPORTING (SEE INSTRUCTIONS)
IA
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CUSIP 929236107
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Page 3 of 7 Pages
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1
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NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Vaughan Nelson Investment Management, Inc. 04-3304959
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
565,825
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6
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SHARED VOTING POWER
0
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7
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SOLE DISPOSITIVE POWER
712,400
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8
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SHARED DISPOSITIVE POWER
74,018
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
786,418 shares
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
Not Applicable
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.0%
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12
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TYPE OF REPORTING (SEE INSTRUCTIONS)
HC
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CUSIP 929236107
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Page 4 of 7 Pages
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Item 1(a).
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Name of Issuer: WD-40 Co.
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Item 1(b).
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Address of Issuer’s Principal Executive Offices:
1061 Cudahy Place
San Diego, CA 92110
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Item 2(a).
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Name of Person(s) Filing:
Vaughan Nelson Investment Management, L.P. (“Vaughan Nelson”)
Vaughan Nelson Investment Management, Inc. (“General Partner”)
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Item 2(b).
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Address of Principal Business Office or, if None, Residence:
Both Vaughan Nelson and the General Partner maintain their principal offices at:
600 Travis Street, Suite 6300
Houston, Texas 77002
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Item 2(c).
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Citizenship:
Vaughan Nelson is Delaware limited partnership.
The General Partner is a Delaware corporation.
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Item 2(d).
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Title of Class of Securities:
Common Stock
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Item 2(e).
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CUSIP Number:
929236107
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Item 3.
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If this Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
(a) o Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b) o Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) o Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
(d) o Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
(e) x An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
(f) o An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
(g) x A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h) o A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) o A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j) o Group, in accordance with §240.13d-1(b)(1)(ii)(J).
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CUSIP 929236107
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Page 5 of 7 Pages
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Item 4.
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Ownership:
By reason of investment advisory relationships with the person who owns the Shares, Vaughan Nelson may be deemed to be the beneficial owner of the reported shares of the Issuer’s common stock. Vaughan Nelson Investment Management, Inc., as General Partner of Vaughan Nelson, may be deemed the indirect beneficial owner of the reported shares of the Issuer’s common stock. Both Vaughan Nelson and Vaughan Nelson Investment Management, Inc. disclaim beneficial ownership of the reported shares of the Issuer’s common stock.
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(a)
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Amount beneficially owned 786,418
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(b)
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Percent of class: 5.0%
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(c)
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Number of shares as to which the person has:
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(i) Sole power to vote or to direct the vote: 565,825
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(ii) Shared power to vote or to direct the vote: 0
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(iii) Sole power to dispose or to direct the disposition of: 712,400
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(iv) Shared power to dispose or to direct the disposition of: 74,018
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Item 5.
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Ownership of Five Percent or Less of a Class:
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5% of the class of securities, check the following: [ ]
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person:
Various persons, as investment advisory clients of Vaughan Nelson, have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the common stock of the Issuer. To the knowledge of Vaughan Nelson, no one such person’s interest in the common stock of the Issuer is more than five percent of the total outstanding common stock of the Issuer.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company:
Not Applicable
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Item 8.
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Identification and Classification of Members of the Group:
Not Applicable
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CUSIP 929236107
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Page 6 of 7 Pages
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Item 9.
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Notice of Dissolution of Group:
Not Applicable
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Item 10.
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Certification:
Each of the Reporting Persons hereby makes the following certification:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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Vaughan Nelson Investment Management, Inc.
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CUSIP 929236107
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Page 7 of 7 Pages
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Vaughan Nelson Investment Management, Inc.
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