SEC Form 4 · accession 0000769993-18-000400
GRIFFON CORP · GFF
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Bradley J. Gross
Director
Period of report
Jun 19, 2018
Accepted (ET)
Jun 21, 2018 · 7:24 pm EDT
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,F3,F1,F4 | Jun 19, 2018 | S | 5,583,375 | $17.055 | D | 649,296 | 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. LLC ("Goldman Sachs"). Goldman Sachs is a 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. Effective June 19, 2018, the Reporting Person resigned from the board of directors of Griffon Corporation (the "Company").
- F2Pursuant to an underwriting agreement, dated June 14, 2018 (the "Underwriting Agreement"), and in connection with the registered public offering of shares of common stock, par value $0.25 per share (the "Common Stock"), of the Company, pursuant to the final prospectus supplement dated June 14, 2018, which offering was consummated on June 19, 2018 (the "Registered Public Offering"), the underwriters purchased shares of Common Stock from the selling shareholder, GS Direct, L.L.C. ("GS Direct"). GS Direct sold an aggregate of 4,855,109 shares of Common Stock in the Registered Public Offering. Goldman Sachs was one of the underwriters in the Underwriting Agreement.
- F3Pursuant to the Underwriting Agreement and in connection with the Registered Public Offering, the underwriters exercised their option (the "Over-Allotment Option") to purchase additional shares of Common Stock from the selling shareholder, GS Direct. On June 19, 2018, the Over-Allotment Option was consummated and in connection with such sale to the underwriters, GS Direct sold an additional 728,266 shares of Common Stock pursuant to the underwriters' exercise of the Over-Allotment Option.
- F4Following the sale of shares by GS Direct, Goldman Sachs beneficially owns directly and GS Group may be deemed to beneficially own indirectly 649,296 shares of Common Stock and Goldman Sachs also had open short positions of 558,825 shares of Common Stock, reflecting changes due to exempt transactions.