GRIFFON CORP — Director's Dealing 2013

Feb 1, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRIFFON CORP (GFF)
CIK: 0000050725
Period of Report: 2013-01-30-05:00

Reporting Person: Cardinale Gerald J. (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-01-30-05:00	Common Stock	A	3333	—	Acquired	10017087	Indirect

Footnotes

F1: The Reporting Person is a former 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 January 30, 2013, 3,333 shares of common stock, par value $0.25 per share (the "Common Stock"), of Griffon Corporation (the "Company") were granted to Bradley J. Gross, a managing director of Goldman Sachs, in his capacity as a director of the Company pursuant to the Company's 2011 Equity Incentive Plan (the "Plan"). The grant of 3,333 shares vests one third on each of the next three anniversaries of the grant date, which was January 30, 2013.

F3: GS Group may be deemed to beneficially own, in the aggregate, 17,087 shares of Common Stock, consisting of 5,000 shares of Common Stock granted to the Reporting Person pursuant to the Plan, 8,333 shares of Common Stock granted to Bradley J. Gross pursuant to the Plan and 1,877 shares of Common Stock granted to each of the Reporting Person and Bradley J. Gross pursuant to the Company's Outside Director Stock Award Plan. The Reporting Person and Bradley J. Gross each 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, 10,000,000 shares of the Company's Common Stock, beneficially owned directly by GS Direct, L.L.C. ("GS Direct"). Goldman Sachs and GS Direct are wholly-owned subsidiaries of GS Group. Goldman Sachs is the manager of GS Direct. GS Group, Goldman Sachs and GS Direct each disclaim beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein, if any. Goldman Sachs has net open short positions of 310,572 shares of Common Stock.