SEC FORM 3/A SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
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1. Name and Address of Reporting Person*
Cocke Travis W.

(Last) (First) (Middle)
3773 RICHMOND AVENUE, SUITE 500

(Street)
HOUSTON TX 77046

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
01/09/2023
3. Issuer Name and Ticker or Trading Symbol
GRIFFON CORP [ GFF ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) X Other (specify below)
See Remarks
5. If Amendment, Date of Original Filed (Month/Day/Year)
01/11/2023
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, $0.25 par value(1) 1,380,000 I By: Voss Value Master Fund, L.P.(2)
Common Stock, $0.25 par value(1) 191,099 I By: Voss Value-Oriented Special Situations Fund, L.P.(3)
Common Stock, $0.25 par value(1) 1,497,753 I By: Managed Accounts of Voss Capital, LLC(4)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Call Option (right to buy) (5) 01/20/2023 Common Stock, $0.25 par value 5,700 20.5 I By: Voss Value Master Fund, L.P.(2)
Call Option (right to buy) (5) 01/20/2023 Common Stock, $0.25 par value 11,400 23 I By: Voss Value Master Fund, L.P.(2)
Call Option (right to buy) (5) 01/20/2023 Common Stock, $0.25 par value 13,500 25 I By: Voss Value Master Fund, L.P.(2)
Call Option (right to buy) (5) 01/20/2023 Common Stock, $0.25 par value 5,700 26 I By: Voss Value Master Fund, L.P.(2)
Call Option (right to buy) (5) 01/20/2023 Common Stock, $0.25 par value 5,700 27 I By: Voss Value Master Fund, L.P.(2)
Call Option (right to buy) (5) 01/20/2023 Common Stock, $0.25 par value 5,700 28 I By: Voss Value Master Fund, L.P.(2)
Call Option (right to buy) (5) 01/20/2023 Common Stock, $0.25 par value 19,900 30 I By: Voss Value Master Fund, L.P.(2)
Call Option (right to buy) (5) 01/20/2023 Common Stock, $0.25 par value 25,800 35 I By: Voss Value Master Fund, L.P.(2)
Call Option (right to buy) (5) 01/20/2023 Common Stock, $0.25 par value 14,200 40 I By: Voss Value Master Fund, L.P.(2)
Call Option (right to buy) (5) 01/20/2023 Common Stock, $0.25 par value 100 43 I By: Voss Value Master Fund, L.P.(2)
Call Option (right to buy) (5) 01/20/2023 Common Stock, $0.25 par value 14,200 44 I By: Voss Value Master Fund, L.P.(2)
Call Option (right to buy) (5) 01/20/2023 Common Stock, $0.25 par value 25,000 50 I By: Voss Value Master Fund, L.P.(2)
Call Option (right to buy) (5) 01/20/2023 Common Stock, $0.25 par value 800 20.5 I By: Voss Value-Oriented Special Situations Fund, L.P.(3)
Call Option (right to buy) (5) 01/20/2023 Common Stock, $0.25 par value 1,600 23 I By: Voss Value-Oriented Special Situations Fund, L.P.(3)
Call Option (right to buy) (5) 01/20/2023 Common Stock, $0.25 par value 1,200 25 I By: Voss Value-Oriented Special Situations Fund, L.P.(3)
Call Option (right to buy) (5) 01/20/2023 Common Stock, $0.25 par value 800 26 I By: Voss Value-Oriented Special Situations Fund, L.P.(3)
Call Option (right to buy) (5) 01/20/2023 Common Stock, $0.25 par value 800 27 I By: Voss Value-Oriented Special Situations Fund, L.P.(3)
Call Option (right to buy) (5) 01/20/2023 Common Stock, $0.25 par value 800 28 I By: Voss Value-Oriented Special Situations Fund, L.P.(3)
Call Option (right to buy) (5) 01/20/2023 Common Stock, $0.25 par value 2,700 30 I By: Voss Value-Oriented Special Situations Fund, L.P.(3)
Call Option (right to buy) (5) 01/20/2023 Common Stock, $0.25 par value 3,700 35 I By: Voss Value-Oriented Special Situations Fund, L.P.(3)
Call Option (right to buy) (5) 01/20/2023 Common Stock, $0.25 par value 1,900 40 I By: Voss Value-Oriented Special Situations Fund, L.P.(3)
Call Option (right to buy) (5) 01/20/2023 Common Stock, $0.25 par value 1,900 44 I By: Voss Value-Oriented Special Situations Fund, L.P.(3)
Call Option (right to buy) (5) 01/20/2023 Common Stock, $0.25 par value 3,500 20.5 I By: Managed Accounts of Voss Capital, LLC(4)
Call Option (right to buy) (5) 01/20/2023 Common Stock, $0.25 par value 7,000 23 I By: Managed Accounts of Voss Capital, LLC(4)
Call Option (right to buy) (5) 01/20/2023 Common Stock, $0.25 par value 10,300 25 I By: Managed Accounts of Voss Capital, LLC(4)
Call Option (right to buy) (5) 01/20/2023 Common Stock, $0.25 par value 3,500 26 I By: Managed Accounts of Voss Capital, LLC(4)
Call Option (right to buy) (5) 01/20/2023 Common Stock, $0.25 par value 3,500 27 I By: Managed Accounts of Voss Capital, LLC(4)
Call Option (right to buy) (5) 01/20/2023 Common Stock, $0.25 par value 3,500 28 I By: Managed Accounts of Voss Capital, LLC(4)
Call Option (right to buy) (5) 01/20/2023 Common Stock, $0.25 par value 12,400 30 I By: Managed Accounts of Voss Capital, LLC(4)
Call Option (right to buy) (5) 01/20/2023 Common Stock, $0.25 par value 15,500 35 I By: Managed Accounts of Voss Capital, LLC(4)
1. Name and Address of Reporting Person*
Cocke Travis W.

(Last) (First) (Middle)
3773 RICHMOND AVENUE, SUITE 500

(Street)
HOUSTON TX 77046

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Voss Value Master Fund, LP

(Last) (First) (Middle)
3773 RICHMOND AVENUE, SUITE 500

(Street)
HOUSTON TX 77046

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Voss Value-Oriented Special Situations Fund, LP

(Last) (First) (Middle)
3773 RICHMOND AVENUE
SUITE 500

(Street)
HOUSTON TX 77046

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Voss Advisors GP, LLC

(Last) (First) (Middle)
3773 RICHMOND AVENUE, SUITE 500

(Street)
HOUSTON TX 77046

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Voss Capital, LLC

(Last) (First) (Middle)
3773 RICHMOND AVENUE
SUITE 500

(Street)
HOUSTON TX 77046

(City) (State) (Zip)
Explanation of Responses:
1. This Form 3/A 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.
2. 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.
3. 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.
4. 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.
5. Such options are exercisable as of the date hereof and were immediately exercisable upon their acquisition.
Remarks:
The two-part Form 3, filed on January 11, 2023, and subsequent Forms 4 filed on January 11, 2023 and January 24, 2023 (in two parts), were filed timely and under the correct names of Voss Value Master Fund and Voss Value-Oriented Special Situations Fund, each a Reporting Person, but were either inadvertently filed without the CIK codes for Voss Value Master Fund and Voss Value-Oriented Special Situations Fund, or using the incorrect CIK code for Voss Value Master Fund. This amendment corrects the CIK codes for Voss Value Master Fund and Voss Value-Oriented Special Situations Fund, and re-reports the Reporting Persons' holdings as of January 11, 2023. 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.
/s/ Travis W. Cocke 03/17/2023
Voss Value Master Fund, L.P.; By: Voss Advisors GP, LLC; By: /s/ Travis W. Cocke 03/17/2023
Voss Value-Oriented Special Situations Fund, L.P.; By: Voss Advisors GP, LLC; By: /s/ Travis W. Cocke 03/17/2023
Voss Advisors GP, LLC; By: /s/ Travis W. Cocke 03/17/2023
Voss Capital, LLC; By: /s/ Travis W. Cocke 03/17/2023
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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