GRIFFON CORP — Director's Dealing 2018

Jun 21, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRIFFON CORP (GFF)
CIK: 0000050725
Period of Report: 2018-06-19-04:00

Reporting Person: GOLDMAN SACHS GROUP INC (N/A)
Reporting Person: GOLDMAN SACHS & CO. LLC (N/A)
Reporting Person: GS Direct, L.L.C. (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-06-19-04:00	Common Stock	S	5583375	$17.055	Disposed	649296	Indirect

Footnotes

F1: This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman Sachs & Co. LLC ("Goldman Sachs") and GS Direct, L.L.C. ("GS Direct", and together with GS Group and Goldman Sachs, the "Reporting Persons"). The Reporting Persons each disclaim beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein, if any.

F2: Pursuant to an underwriting agreement, dated June 14, 2018 (the "Underwriting Agreement"), and in connection with the registered public offering of shares of common stock, par value $0.25 per share (the "Common Stock"), of Griffon Corporation (the "Company"), pursuant to the final prospectus supplement dated June 14, 2018, which offering was consummated on June 19, 2018 (the "Registered Public Offering"), the underwriters purchased shares of Common Stock from the selling shareholder, GS Direct. GS Direct sold an aggregate of 4,855,109 shares of Common Stock. Goldman Sachs was one of the underwriters under the Underwriting Agreement.

F3: Pursuant to the Underwriting Agreement and in connection with the Registered Public Offering, the underwriters exercised their option (the "Over-Allotment Option") to purchase additional shares of Common Stock from the selling shareholder, GS Direct. On June 19, 2018, the Over-Allotment Option was consummated and in connection with such sale to the underwriters, GS Direct sold an additional 728,266 shares of Common Stock pursuant to the underwriters' exercise of the Over-Allotment Option.

F4: Following the sale of shares by GS Direct, Goldman Sachs beneficially owns directly and GS Group may be deemed to beneficially own indirectly 649,296 shares of Common Stock and Goldman Sachs also had open short positions of 558,825 shares of Common Stock, reflecting changes due to exempt transactions.