GRIFFON CORP — Director's Dealing 2015

May 7, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRIFFON CORP (GFF)
CIK: 0000050725
Period of Report: 2015-05-05

Reporting Person: MEHMEL ROBERT F (President and COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-05-05	Common Stock	P	32061	$15.74	Acquired	382061	Direct
2015-05-06	Common Stock	P	2939	$15.95	Acquired	385000	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 $15.68 to $15.81, 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 ranges 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 $15.72 to $16.08, 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 ranges set forth in this footnote (2) to this Form 4.