GRIFFON CORP — Director's Dealing 2013

May 21, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRIFFON CORP (GFF)
CIK: 0000050725
Period of Report: 2013-05-17

Reporting Person: MEHMEL ROBERT F (President & COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-05-17	Common Stock	P	10000	$11.5261	Acquired	30000	Direct
2013-05-20	Common Stock	P	10000	$11.8257	Acquired	40000	Direct
2013-05-21	Common Stock	P	10000	$11.7189	Acquired	50000	Direct

Footnotes

F1: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $11.40 to $11.62, inclusive. The reporting person undertakes to provide Griffon Corporation, any security holder of Griffon Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote (1) to this Form 4.

F2: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $11.64 to $11.98, inclusive. The reporting person undertakes to provide Griffon Corporation, any security holder of Griffon Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote (2) to this Form 4.

F3: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $11.64 to $11.81, inclusive. The reporting person undertakes to provide Griffon Corporation, any security holder of Griffon Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote (3) to this Form 4.