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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. |
OMB APPROVAL |
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| OMB Number: 3235-0101 Expires: December 31, 2006 Estimated average burden hours per response...........4.47 |
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SEC USE ONLY |
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| DOCUMENT
SEQUENCE
NO. |
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| CUSIP
NUMBER |
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1 (a) NAME
OF ISSUER (Please type or
print)
WD-40 Company |
(b) I.R.S. IDENT. NO. 95-1797918 |
(c) S.E.C. FILE NO. 000-06936 |
WORK
LOCATION United States |
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| 1 (d) ADDRESS OF ISSUER
STREET
CITY
STATE ZIP
CODE 1061 Cudahy Place San Diego CA 92110 |
(e)
TELEPHONE NO. |
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| AREA CODE 619 |
NUMBER 275-1400 |
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| 2 (a) PERSON FOR WHOSE ACCOUNT THE SECURITIES ARE TO BE SOLD William B. Noble |
(b) I.R.S. IDENT. NO.
N/A |
(c) RELATIONSHIP
TO ISSUER
Exec. Officer |
(d) ADDRESS STREET
CITY STATE ZIP
CODE Brick Close, Kiln Farm Keynes UK MK113LJ |
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| 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 to Each Market Maker Who is acquiring the Securities |
SEC
USE ONLY
Broker-Dealer
File
Number
|
(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)) |
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Common
Stock
|
Computershare
Securities Corp.
2
North
LaSalle Street
Chicago,
IL 60602
Broadcort
Correspondent Clearing Division
Merrill,
Lynch, Pierce, Fenner & Smith
Incoporated
101
Hudson Street, 7th Floor
Jersey
City, New Jersey 07302
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15,000
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$480,000
(1)
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16,796,332
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4/24/06
(2)
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NASDAQ
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| INSTRUCTIONS: |
| 1. |
(a) |
Name of issuer. | 3. | (a) |
Title of the class of securities to be sold. |
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(b) |
Issuer's
IRS
Identification Number. |
|
(b) |
Name
and address of each broker through whom the securities are
intended to be sold. |
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(c) |
Issuer's
SEC file
number, if any. |
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(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 |
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(e) |
Issuer's
telephone number, including area code. |
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(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. |
| 2. |
(a) |
Name
of person
for whose account the securities are to be sold. |
(f) |
Approximate
date on which the securities are to be
sold. |
|
| |
(b) |
Such
person's or
I.R.S. Identification number, if such a person is an entity. |
|
(g) |
Name
of each securities exchange, if any, on which the securities
are intended to be sold. |
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(c) |
Such
person's
relationship to the issuer (e.g., officer, director, 10
percent stockholder, or member of immediate family of any of the
foregoing). |
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(d) |
Such
person's
address, including zip code. |
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| 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. |
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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: |
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Title
of
the Class |
Date
You Acquired
|
Nature
of Acquisition Transaction
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Name
of Person From Whom Acquired
(If Gift, Also Give Date Donor Acquired) |
Amount
of Securities Acquired
|
Date
of Payment
|
Nature
of Payment
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Common
Stock
|
4/24/06
(2)
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Exercise
of
non-qualified stock option
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WD-40
Company
|
15,000
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04/24/06
(2)
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Sale
Proceeds
(2)
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| INSTRUCTIONS: |
1. |
If
the securities were purchased and full payment therefore 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.
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TABLE
II--SECURITIES SOLD DURING THE PAST THREE
MONTHS
Furnish The Following Information as to All Securities of The Issuer Sold During The Past Three Months By The Person For Whose Account The Securities Are To Be Sold. |
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Name
and Address of Seller
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Title
of Securities To Be Sold.
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Date
of Sale
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Amount
of
Securities Sold |
Gross
Proceeds
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N/A
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| REMARKS: (1)
Estimated
based on the fair market value at market close on 4/21/06 of
$32.00/share.
(2)
These
control securities, registered on Form S-8 dated 7/15/04, will
be acquired
upon exercise of a non-qualified stock option on the date of
sale in a
cashless stock option exercise transaction processed by Computershare
Investor Services, LLC, the Issuer’s stock option plan administrator.
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| INSTRUCTIONS:
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.
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ATTENTION:
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.
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4/24/06
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/s/
Maria M.
Mitchell as Attorney in Fact for William B. Noble
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DATE
OF NOTICE
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(SIGNATURE)
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The
notice shall be signed by the persons 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. |
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ATTENTION:
INTERNATIONAL MISSTATEMENTS OR OMISSION OF FACTS
CONSTITUTE FEDERAL CRIMINAL VIOLATIONS
(SEE 18 U.S.C. 1001). |