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: KRAMER RONALD J (Director, CEO & Pres.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-11	Common Stock	A	700000	—	Acquired	2822825	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	211	Indirect
Common Stock	40298	Indirect

Footnotes

F1: Restricted stock grant under Company's 2011 Equity Incentive Plan. 200,000 shares of the restricted stock will vest in full on February 11, 2014 and 500,000 shares of the restricted stock will vest upon the earlier to occur of February 11, 2018 and the date upon which the share price of the Company's common stock has closed at or above a price of $16 per share for twenty consecutive trading days.

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