GRIFFON CORP — Director's Dealing 2017

Feb 1, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRIFFON CORP (GFF)
CIK: 0000050725
Period of Report: 2017-01-30

Reporting Person: KRAMER RONALD J (Director, CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-01-30	Common Stock	A	298667	—	Acquired	2284936	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1482	Indirect
Common Stock	40298	Indirect

Footnotes

F1: Restricted shares granted under the Company's 2016 Equity Incentive Plan in a transaction exempt under Rule 16b. Vesting of the restricted shares is partially dependent on the attainment of specified performance criteria related to the company's stock price; on January 30, 2017, it was certified that such performance criteria was satisfied to a certain extent. Subject to the reporting person's continued employment, the restricted shares will vest on January 29, 2020.

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