GRIFFON CORP — Director's Dealing 2016

Nov 17, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRIFFON CORP (GFF)
CIK: 0000050725
Period of Report: 2016-11-15

Reporting Person: KRAMER RONALD J (Director, CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-11-15	Common Stock	A	494334	—	Acquired	2277707	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1239	Indirect
Common Stock	40298	Indirect

Footnotes

F1: Restricted shares granted under the Company's 2011 Equity Incentive Plan in two transactions exempt under Rule 16b. Vesting of all restricted shares is partially dependent on the attainment of specified financial performance criteria; on November 15, 2016, it was certified that such financial performance criteria was satisfied. Subject to the reporting person's continued employment, the restricted shares will vest on November 30, 2016.

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