SEC Form 4 · accession 0000769993-16-001205
GRIFFON CORP · GFF
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Bradley J. Gross
Director
Period of report
Jan 29, 2016
Accepted (ET)
Feb 2, 2016 · 3:44 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000050725
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF2,F1,F3,F4 | Jan 29, 2016 | A | 3,700 | $0.00 | A | 5,583,376 | I | See footnotes |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The Reporting Person is a managing director of Goldman, Sachs & Co. ("Goldman Sachs"). Goldman Sachs is a wholly-owned subsidiary of The Goldman Sachs Group, Inc. ("GS Group"). The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein, if any.
- F2On January 29, 2016, 3,700 shares of common stock, par value $0.25 per share (the "Common Stock"), of Griffon Corporation (the "Company") were granted to the Reporting Person in his capacity as a director of the Company pursuant to the Company's 2016 Equity Incentive Plan (the "Plan"). The grant of 3,700 shares vests one third on each of the next three anniversaries of the grant date, which was January 29, 2016.
- F3GS Group beneficially owns directly 6,877 shares of Common Stock. GS Group may be deemed to beneficially own 20,943 shares of Common Stock granted to the Reporting Person in his capacity as a director of the Company, consisting of 3,700 shares of Common Stock granted to the Reporting Person pursuant to the Plan, 15,366 shares of Common Stock granted to the Reporting Person pursuant to the Company's 2011 Equity Incentive Plan, and 1,877 shares of Common Stock granted to the Reporting Person pursuant to the Company's Outside Director Stock Award Plan. The Reporting Person has an understanding with GS Group pursuant to which he holds such securities for the benefit of GS Group.
- F4GS Group and Goldman Sachs may be deemed to beneficially own indirectly, in the aggregate, 5,555,556 shares of the Company's Common Stock, beneficially owned directly by GS Direct, L.L.C. ("GS Direct"). Goldman Sachs and GS Direct are wholly-owned subsidiaries of GS Group. Goldman Sachs is the manager of GS Direct. GS Group, Goldman Sachs and GS Direct each disclaim beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein, if any. Goldman Sachs has net open short positions of 310,572 shares of Common Stock.