GRIFFON CORP — Director's Dealing 2023

Mar 17, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRIFFON CORP (GFF)
CIK: 0000050725
Period of Report: 2023-03-15

Reporting Person: Cocke Travis W. (Director, See Remarks)
Reporting Person: Voss Value Master Fund, LP (Director, See Remarks)
Reporting Person: Voss Value-Oriented Special Situations Fund, LP (Director, See Remarks)
Reporting Person: Voss Advisors GP, LLC (Director, See Remarks)
Reporting Person: Voss Capital, LLC (Director, See Remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-03-15	Common Stock, $0.25 par value	A	3308	—	Acquired	3584	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $0.25 par value	1473400	Indirect
Common Stock, $0.25 par value	203499	Indirect
Common Stock, $0.25 par value	1556953	Indirect

Footnotes

F1: This Form 4 is filed jointly by Voss Value Master Fund, L.P. ("Voss Value Master Fund"), Voss Value-Oriented Special Situations Fund, L.P. ("Voss Value-Oriented Special Situations Fund"), Voss Advisors GP, LLC ("Voss GP"), Voss Capital, LLC ("Voss Capital") and Travis W. Cocke (collectively, the "Reporting Persons"). Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

F2: Restricted stock grant under the Issuer's 2016 Equity Incentive Plan. All shares of restricted stock will vest on March 15, 2024.

F3: These securities were granted to Mr. Cocke, the managing member of Voss Capital and Voss GP, in connection with his service as a member of the Board of Directors of the Issuer. As a result of Mr. Cocke's agreement with Voss Capital to transfer the economic benefit, if any, received upon the sale of the securities reported herein as directly owned by Mr. Cocke to certain of the other Reporting Persons, each of the Reporting Persons may be deemed to have a pecuniary interest in such securities.

F4: Securities owned directly by Voss Value Master Fund. Voss GP, as the general partner of Voss Value Master Fund, may be deemed to beneficially own the securities owned directly by Voss Value Master Fund. Voss Capital, as the investment manager of Voss Value Master Fund, may be deemed to beneficially own the securities owned directly by Voss Value Master Fund. Mr. Cocke, as the managing member of Voss Capital and Voss GP, may be deemed to beneficially own the securities owned directly by Voss Value Master Fund.

F5: Securities owned directly by Voss Value-Oriented Special Situations Fund. Voss GP, as the general partner of Voss Value-Oriented Special Situations Fund, may be deemed to beneficially own the securities owned directly by Voss Value-Oriented Special Situations Fund. Voss Capital, as the investment manager of Voss Value-Oriented Special Situations Fund, may be deemed to beneficially own the securities owned directly by Voss Value-Oriented Special Situations Fund. Mr. Cocke, as the managing member of Voss Capital and Voss GP, may be deemed to beneficially own the securities owned directly by Voss Value-Oriented Special Situations Fund.

F6: Securities held in certain accounts separately managed by Voss Capital (the "Voss Managed Accounts"). Voss Capital, as the investment manager of the Voss Managed Accounts, may be deemed to beneficially own the securities held in the Voss Managed Accounts. Mr. Cocke, as the managing member of Voss Capital, may be deemed to beneficially own the securities held in the Voss Managed Accounts.