GRIFFON CORP — Director's Dealing 2023

Jan 11, 2023

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: GRIFFON CORP (GFF)
CIK: 0000050725
Period of Report: 2023-01-09

Reporting Person: Cocke Travis W. (Director, See Remarks)
Reporting Person: Voss Advisors GP, LLC (Director)
Reporting Person: Voss Capital, LLC (Director)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $0.25 par value	1380000	Indirect
Common Stock, $0.25 par value	191099	Indirect
Common Stock, $0.25 par value	1497753	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Call Option (right to buy)	$40	2023-01-20	Common Stock, $0.25 par value (33900)		Indirect
Call Option (right to buy)	$44	2023-01-20	Common Stock, $0.25 par value (8900)		Indirect
Call Option (right to buy)	$45	2023-01-20	Common Stock, $0.25 par value (50000)		Indirect
Call Option (right to buy)	$45	2023-02-17	Common Stock, $0.25 par value (14200)		Indirect
Call Option (right to buy)	$50	2023-02-17	Common Stock, $0.25 par value (100)		Indirect
Call Option (right to buy)	$45	2023-02-17	Common Stock, $0.25 par value (1900)		Indirect
Call Option (right to buy)	$45	2023-02-17	Common Stock, $0.25 par value (8900)		Indirect

Footnotes

F1: This Form 3 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 second in a series of two reports being filed with the Securities and Exchange Commission.

F2: 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.

F3: 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.

F4: 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.

F5: Such options are exercisable as of the date hereof and were immediately exercisable upon their acquisition.