Travis W. Cocke - Sep 5, 2023 Form 4 Insider Report for GRIFFON CORP (GFF)

Signature
/s/ Travis W. Cocke
Stock symbol
GFF
Transactions as of
Sep 5, 2023
Transactions value $
-$16,746,240
Form type
4
Date filed
9/7/2023, 04:30 PM
Previous filing
Mar 17, 2023
Next filing
Feb 22, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction GFF Common Stock, $0.25 par value Disposed to Issuer -$16.7M -400K -25.69% $41.87 1.16M Sep 5, 2023 By: Managed Accounts of Voss Capital, LLC F1, F2, F3
holding GFF Common Stock, $0.25 par value 3.58K Sep 5, 2023 Direct F1, F4, F5
holding GFF Common Stock, $0.25 par value 1.47M Sep 5, 2023 By: Voss Value Master Fund, L.P. F1, F6
holding GFF Common Stock, $0.25 par value 203K Sep 5, 2023 By: Voss Value-Oriented Special Situations Fund, L.P. F1, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
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 On September 5, 2023, certain of the accounts separately managed by Voss Capital (the "Selling Shareholders") entered into an agreement (the "Stock Purchase Agreement") with the Issuer, pursuant to which the Issuer repurchased 400,000 Shares beneficially owned by the Selling Shareholders at a price of $41.8656 per share, in a private transaction to facilitate redemptions by investors in the Selling Shareholders.
F3 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.
F4 Inclusive of 3,308 shares of restricted stock granted under the Issuer's 2016 Equity Incentive Plan, which will vest on March 15, 2024.
F5 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.
F6 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.
F7 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.

Remarks:

Mr. Cocke is a director of the Issuer. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each of the Reporting Persons (other than Mr. Cocke) may be deemed a director by deputization by virtue of Mr. Cocke's service on the Board of Directors of the Issuer.