GRIFFON CORP — Director's Dealing 2011

Feb 15, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRIFFON CORP (GFF)
CIK: 0000050725
Period of Report: 2011-02-11

Reporting Person: BLAU HARVEY R (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-11	Common Stock	A	77500	—	Acquired	1183049	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	822253	Indirect
Common Stock	28154	Indirect

Footnotes

F1: Restricted stock grant under Company's 2011 Equity Incentive Plan. 75,000 shares of the restricted stock will vest in five (5) equal annual installments beginning February 11, 2012 and 2,500 shares of the restricted stock will vest in three (3) equal annual installments beginning on February 11, 2012.

F2: Reflects ESOP allocations since the beginning of the reporting person's participation in the ESOP.