GRIFFON CORP — Director's Dealing 2015

Nov 13, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRIFFON CORP (GFF)
CIK: 0000050725
Period of Report: 2015-11-11

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-11-11	Common Stock	A	139391	—	Acquired	173134	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	633	Indirect

Footnotes

F1: Restricted shares granted under the Company's 2011 Equity Incentive Plan in a transaction exempt under Rule 16b. Vesting of the restricted shares is partially dependent on the attainment of specified financial performance criteria; on November 11, 2015, it was certified that such financial performance criteria was satisfied. Subject to the reporting person's continued employment, 95,000 restricted shares will vest on December 6, 2015, and 44,391 restricted shares will vest on November 12, 2016.

F2: Reflects allocations to the reporting person's ESOP account.