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

OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response: 0.5

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)
			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	33,900	40	I	By: Managed Accounts of Voss Capital, LLC(4)
Call Option (right to buy)	(5)	01/20/2023	Common Stock, $0.25 par value	8,900	44	I	By: Managed Accounts of Voss Capital, LLC(4)
Call Option (right to buy)	(5)	01/20/2023	Common Stock, $0.25 par value	50,000	45	I	By: Managed Accounts of Voss Capital, LLC(4)
Call Option (right to buy)	(5)	02/17/2023	Common Stock, $0.25 par value	14,200	45	I	By: Voss Value Master Fund, L.P.(2)
Call Option (right to buy)	(5)	02/17/2023	Common Stock, $0.25 par value	100	50	I	By: Voss Value Master Fund, L.P.(2)
Call Option (right to buy)	(5)	02/17/2023	Common Stock, $0.25 par value	1,900	45	I	By: Voss Value-Oriented Special Situations Fund, L.P.(3)
Call Option (right to buy)	(5)	02/17/2023	Common Stock, $0.25 par value	8,900	45	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 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 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.

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:

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	01/11/2023
	Voss Value Master Fund, L.P.; By: Voss Advisors GP, LLC; By: /s/ Travis W. Cocke	01/11/2023
	Voss Value-Oriented Special Situations Fund, L.P.; By: Voss Advisors GP, LLC; By: /s/ Travis W. Cocke	01/11/2023
	Voss Advisors GP, LLC; By: /s/ Travis W. Cocke	01/11/2023
	Voss Capital, LLC; By: /s/ Travis W. Cocke	01/11/2023
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.