GRIFFON CORP — Director's Dealing 2014

May 19, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRIFFON CORP (GFF)
CIK: 0000050725
Period of Report: 2014-05-17

Reporting Person: Kaplan Seth L. (Sr VP, Gen. Counsel and Secy)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-05-17	Common Stock	F	20688	$11.10	Disposed	33743	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	410	Indirect

Footnotes

F1: Shares withheld upon vesting of restricted stock to satisfy tax withholding obligations of the reporting person.

F2: Reflects ESOP allocations that have occurred since the date of the reporting person's last ownership report.