GRIFFON CORP — Director's Dealing 2016

Nov 15, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRIFFON CORP (GFF)
CIK: 0000050725
Period of Report: 2016-11-12

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-11-12	Common Stock	F	22893	$19.85	Disposed	101160	Direct
2016-11-15	Common Stock	A	44000	—	Acquired	145160	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	900	Indirect

Footnotes

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

F2: 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 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 11, 2017.

F3: Reflects ESOP allocations that have occurred since the date of the reporting person's last ownership report.