GRIFFON CORP — Director's Dealing 2013

Dec 12, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRIFFON CORP (GFF)
CIK: 0000050725
Period of Report: 2013-12-10

Reporting Person: Gross Bradley J. (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-12-10	Common Stock	S	4444444	$11.25	Disposed	5572643	Indirect

Footnotes

F1: The Reporting Person is a managing director of Goldman, Sachs & Co. ("Goldman Sachs"). Goldman Sachs is a wholly-owned subsidiary of The Goldman Sachs Group, Inc. ("GS Group"). The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein, if any.

F2: On December 10, 2013, GS Direct, L.L.C. ("GS Direct") sold 4,444,444 shares of common stock, par value $0.25 per share (the "Common Stock"), of Griffon Corporation (the "Company") to the Company at a price of $11.25 per share (the "Repurchase Transaction") pursuant to that certain Purchase Agreement, dated as of November 13, 2013, between GS Direct and the Company. The securities reported herein as indirectly sold were beneficially owned directly by GS Direct and may be deemed to have been indirectly owned by GS Group and Goldman Sachs. Goldman Sachs and GS Direct are wholly-owned subsidiaries of GS Group. Goldman Sachs is the manager of GS Direct. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein, if any.

F3: GS Group may be deemed to beneficially own, in the aggregate, 17,087 shares of Common Stock, consisting of 8,333 shares of Common Stock granted to the Reporting Person in his capacity as a director of the Company pursuant to the Company's 2011 Equity Incentive Plan (the "Plan"), 5,000 shares of Common Stock granted to Gerald J. Cardinale, a former managing director of Goldman Sachs, pursuant to the Plan and 1,877 shares of Common Stock granted to each of the Reporting Person and Mr. Cardinale pursuant to the Company's Outside Director Stock Award Plan. The Reporting Person has an understanding with GS Group pursuant to which he holds such securities for the benefit of GS Group.

F4: GS Group and Goldman Sachs may be deemed to beneficially own indirectly, in the aggregate, 5,555,556 shares of the Company's Common Stock beneficially owned directly by GS Direct following the Repurchase Transaction. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein, if any. Goldman Sachs has net open short positions of 310,572 shares of Common Stock.