GRIFFON CORP — Director's Dealing 2020

Jan 31, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRIFFON CORP (GFF)
CIK: 0000050725
Period of Report: 2020-01-29

Reporting Person: KRAMER RONALD J (Director, Chairman of the Board and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-12-06	Common Stock	G	18000	—	Disposed	2565933	Direct
2019-12-18	Common Stock	G	3000	—	Disposed	2562933	Direct
2020-01-29	Common Stock	A	89693	—	Acquired	2652626	Direct
2020-01-29	Common Stock	F	189905	$21.90	Disposed	2462721	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2635	Indirect
Common Stock	40298	Indirect

Footnotes

F1: Represents a portion of the restricted shares granted to the reporting person on January 29, 2016 under the Company's 2016 Equity Incentive Plan in a transaction exempt under Rule 16b. Such restricted shares were subject to both service period vesting (time-based) and the attainment of specified performance criteria (performance-based vesting) related to the Company's stock price and the total shareholder return of the Company's stock relative to a market index. It was previously certified that the performance criteria was achieved to a certain extent and the shares related to such certification were reported on a Form 4 filed on February 1, 2017. Following the end of the performance period, it was determined that the performance criteria was achieved with respect to an additional 89,693 shares.

F2: Shares withheld by or delivered to the registrant upon vesting of restricted stock to satisfy tax withholding obligations of the reporting person.

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