GRIFFON CORP — Director's Dealing 2023

Jan 24, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRIFFON CORP (GFF)
CIK: 0000050725
Period of Report: 2023-01-20

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-01-20	Common Stock, $0.25 par value	X	25800	$35	Acquired	1405800	Indirect
2023-01-20	Common Stock, $0.25 par value	X	13500	$25	Acquired	1419300	Indirect
2023-01-20	Common Stock, $0.25 par value	X	5700	$20.50	Acquired	1425000	Indirect
2023-01-20	Common Stock, $0.25 par value	X	5700	$28	Acquired	1430700	Indirect
2023-01-20	Common Stock, $0.25 par value	X	19900	$30	Acquired	1450600	Indirect
2023-01-20	Common Stock, $0.25 par value	X	11400	$23	Acquired	1462000	Indirect
2023-01-20	Common Stock, $0.25 par value	X	5700	$27	Acquired	1467000	Indirect
2023-01-20	Common Stock, $0.25 par value	X	5700	$26	Acquired	1473400	Indirect
2023-01-20	Common Stock, $0.25 par value	X	3700	$35	Acquired	194799	Indirect
2023-01-20	Common Stock, $0.25 par value	X	800	$26	Acquired	195599	Indirect
2023-01-20	Common Stock, $0.25 par value	X	800	$28	Acquired	196399	Indirect
2023-01-20	Common Stock, $0.25 par value	X	2700	$30	Acquired	199099	Indirect
2023-01-20	Common Stock, $0.25 par value	X	800	$27	Acquired	199899	Indirect
2023-01-20	Common Stock, $0.25 par value	X	1600	$23	Acquired	201499	Indirect
2023-01-20	Common Stock, $0.25 par value	X	800	$20.50	Acquired	202299	Indirect
2023-01-20	Common Stock, $0.25 par value	X	1200	$25	Acquired	203499	Indirect
2023-01-20	Common Stock, $0.25 par value	X	900	$20.50	Acquired	1498653	Indirect
2023-01-20	Common Stock, $0.25 par value	X	3700	$35	Acquired	1502353	Indirect
2023-01-20	Common Stock, $0.25 par value	X	3200	$30	Acquired	1505553	Indirect
2023-01-20	Common Stock, $0.25 par value	X	8900	$25	Acquired	1514453	Indirect
2023-01-20	Common Stock, $0.25 par value	X	900	$28	Acquired	1515353	Indirect
2023-01-20	Common Stock, $0.25 par value	X	11800	$35	Acquired	1527153	Indirect
2023-01-20	Common Stock, $0.25 par value	X	9200	$30	Acquired	1536353	Indirect
2023-01-20	Common Stock, $0.25 par value	X	900	$27	Acquired	1537253	Indirect
2023-01-20	Common Stock, $0.25 par value	X	1800	$23	Acquired	1539053	Indirect
2023-01-20	Common Stock, $0.25 par value	X	5200	$23	Acquired	1544253	Indirect
2023-01-20	Common Stock, $0.25 par value	X	2600	$28	Acquired	1546853	Indirect
2023-01-20	Common Stock, $0.25 par value	X	2600	$26	Acquired	1549453	Indirect
2023-01-20	Common Stock, $0.25 par value	X	900	$26	Acquired	1550353	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-01-20	Call Option (right to buy)	$35	X	258	Disposed	2023-01-20	Common Stock, $0.25 par value (2580)	Indirect
2023-01-20	Call Option (right to buy)	$25	X	135	Disposed	2023-01-20	Common Stock, $0.25 par value (13500)	Indirect
2023-01-20	Call Option (right to buy)	$28	X	57	Disposed	2023-01-20	Common Stock, $0.25 par value (5700)	Indirect
2023-01-20	Call Option (right to buy)	$20.50	X	57	Disposed	2023-01-20	Common Stock, $0.25 par value (5700)	Indirect
2023-01-20	Call Option (right to buy)	$30	X	199	Disposed	2023-01-20	Common Stock, $0.25 par value (19900)	Indirect
2023-01-20	Call Option (right to buy)	$23	X	114	Disposed	2023-01-20	Common Stock, $0.25 par value (11400)	Indirect
2023-01-20	Call Option (right to buy)	$26	X	57	Disposed	2023-01-20	Common Stock, $0.25 par value (5700)	Indirect
2023-01-20	Call Option (right to buy)	$27	X	57	Disposed	2023-01-20	Common Stock, $0.25 par value (5700)	Indirect
2023-01-20	Call Option (right to buy)	$35	X	37	Disposed	2023-01-20	Common Stock, $0.25 par value (3700)	Indirect
2023-01-20	Call Option (right to buy)	$28	X	8	Disposed	2023-01-20	Common Stock, $0.25 par value (800)	Indirect
2023-01-20	Call Option (right to buy)	$26	X	8	Disposed	2023-01-20	Common Stock, $0.25 par value (800)	Indirect
2023-01-20	Call Option (right to buy)	$30	X	27	Disposed	2023-01-20	Common Stock, $0.25 par value (2700)	Indirect
2023-01-20	Call Option (right to buy)	$27	X	8	Disposed	2023-01-20	Common Stock, $0.25 par value (800)	Indirect
2023-01-20	Call Option (right to buy)	$23	X	16	Disposed	2023-01-20	Common Stock, $0.25 par value (1600)	Indirect
2023-01-20	Call Option (right to buy)	$20.50	X	8	Disposed	2023-01-20	Common Stock, $0.25 par value (800)	Indirect
2023-01-20	Call Option (right to buy)	$25	X	12	Disposed	2023-01-20	Common Stock, $0.25 par value (1200)	Indirect
2023-01-20	Call Option (right to buy)	$20.50	X	9	Disposed	2023-01-20	Common Stock, $0.25 par value (900)	Indirect
2023-01-20	Call Option (right to buy)	$35	X	37	Disposed	2023-01-20	Common Stock, $0.25 par value (3700)	Indirect
2023-01-20	Call Option (right to buy)	$30	X	32	Disposed	2023-01-20	Common Stock, $0.25 par value (3200)	Indirect
2023-01-20	Call Option (right to buy)	$25	X	89	Disposed	2023-01-20	Common Stock, $0.25 par value (8900)	Indirect
2023-01-20	Call Option (right to buy)	$28	X	9	Disposed	2023-01-20	Common Stock, $0.25 par value (900)	Indirect
2023-01-20	Call Option (right to buy)	$35	X	118	Disposed	2023-01-20	Common Stock, $0.25 par value (11800)	Indirect
2023-01-20	Call Option (right to buy)	$30	X	92	Disposed	2023-01-20	Common Stock, $0.25 par value (9200)	Indirect
2023-01-20	Call Option (right to buy)	$27	X	9	Disposed	2023-01-20	Common Stock, $0.25 par value (900)	Indirect
2023-01-20	Call Option (right to buy)	$23	X	18	Disposed	2023-01-20	Common Stock, $0.25 par value (1800)	Indirect
2023-01-20	Call Option (right to buy)	$23	X	52	Disposed	2023-01-20	Common Stock, $0.25 par value (5200)	Indirect
2023-01-20	Call Option (right to buy)	$28	X	26	Disposed	2023-01-20	Common Stock, $0.25 par value (2600)	Indirect
2023-01-20	Call Option (right to buy)	$26	X	26	Disposed	2023-01-20	Common Stock, $0.25 par value (2600)	Indirect
2023-01-20	Call Option (right to buy)	$26	X	9	Disposed	2023-01-20	Common Stock, $0.25 par value (900)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $0.25 par value	276	Direct

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. Since the Securities and Exchange Commission's electronic filing system only accepts a maximum of 30 lines per Table, this report is the first in a series of two reports being filed with the Securities and Exchange Commission.

F2: 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.

F3: 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.

F4: 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.

F5: 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.

F6: Such options were immediately exercisable upon their acquisition.