0001140361-13-045970.txt : 20131212
0001140361-13-045970.hdr.sgml : 20131212
20131212211942
ACCESSION NUMBER: 0001140361-13-045970
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20131210
FILED AS OF DATE: 20131212
DATE AS OF CHANGE: 20131212
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: GRIFFON CORP
CENTRAL INDEX KEY: 0000050725
STANDARD INDUSTRIAL CLASSIFICATION: METAL DOORS, SASH, FRAMES, MOLDING & TRIM [3442]
IRS NUMBER: 111893410
STATE OF INCORPORATION: DE
FISCAL YEAR END: 0930
BUSINESS ADDRESS:
STREET 1: 712 FIFTH AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10019
BUSINESS PHONE: 2129575000
MAIL ADDRESS:
STREET 1: 712 FIFTH AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10019
FORMER COMPANY:
FORMER CONFORMED NAME: INSTRUMENT SYSTEMS CORP /DE/
DATE OF NAME CHANGE: 19920703
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: GS Direct, L.L.C.
CENTRAL INDEX KEY: 0001415176
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-06620
FILM NUMBER: 131274926
BUSINESS ADDRESS:
STREET 1: 85 BROAD STREET
CITY: NEW YORK
STATE: NY
ZIP: 10004
BUSINESS PHONE: 212-902-1000
MAIL ADDRESS:
STREET 1: 85 BROAD STREET
CITY: NEW YORK
STATE: NY
ZIP: 10004
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: GOLDMAN SACHS & CO
CENTRAL INDEX KEY: 0000769993
STATE OF INCORPORATION: NY
FISCAL YEAR END: 1127
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-06620
FILM NUMBER: 131274927
BUSINESS ADDRESS:
STREET 1: 200 WEST STREET
STREET 2: C/O GOLDMAN SACHS & CO
CITY: NEW YORK
STATE: NY
ZIP: 10282
BUSINESS PHONE: 2129021000
MAIL ADDRESS:
STREET 1: 200 WEST STREET
CITY: NEW YORK
STATE: NY
ZIP: 10282
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: GOLDMAN SACHS GROUP INC
CENTRAL INDEX KEY: 0000886982
STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211]
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-06620
FILM NUMBER: 131274928
BUSINESS ADDRESS:
STREET 1: 200 WEST STREET
CITY: NEW YORK
STATE: NY
ZIP: 10282
BUSINESS PHONE: 2129021000
MAIL ADDRESS:
STREET 1: 200 WEST STREET
CITY: NEW YORK
STATE: NY
ZIP: 10282
FORMER NAME:
FORMER CONFORMED NAME: GOLDMAN SACHS GROUP INC/
DATE OF NAME CHANGE: 20010104
4
1
doc1.xml
FORM 4
X0306
4
2013-12-10
0
0000050725
GRIFFON CORP
GFF
0000886982
GOLDMAN SACHS GROUP INC
200 WEST STREET
NEW YORK
NY
10282
0
0
1
0
0000769993
GOLDMAN SACHS & CO
200 WEST STREET
NEW YORK
NY
10282
0
0
1
0
0001415176
GS Direct, L.L.C.
200 WEST STREET
NEW YORK
NY
10282-2198
0
0
1
0
Common Stock
2013-12-10
4
S
0
4444444
11.25
D
5572643
I
See footnotes
This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman, Sachs & Co. ("Goldman Sachs") and GS Direct, L.L.C. ("GS Direct", and together with GS Group and Goldman Sachs, the "Reporting Persons").
On December 10, 2013, GS Direct sold 4,444,444 shares of common stock, par value $0.25 per share (the "Common Stock"), of Griffon Corporation (the "Company") to the Company at a price of $11.25 per share (the "Repurchase Transaction") pursuant to that certain Purchase Agreement, dated as of November 13, 2013, between GS Direct and the Company. The securities reported herein as indirectly sold were beneficially owned directly by GS Direct and may be deemed to have been indirectly owned by GS Group and Goldman Sachs. Goldman Sachs and GS Direct are wholly-owned subsidiaries of GS Group. Goldman Sachs is the manager of GS Direct. The Reporting Persons each disclaim beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein, if any.
GS Group may be deemed to beneficially own, in the aggregate, 17,087 shares of Common Stock, consisting of 8,333 shares of Common Stock granted to Mr. Bradley J. Gross, a managing director of Goldman Sachs, in his capacity as a director of the Company pursuant to the Company's 2011 Equity Incentive Plan (the "Plan"), 5,000 shares of Common Stock granted to Gerald J. Cardinale, a former managing director of Goldman Sachs, pursuant to the Plan and 1,877 shares of Common Stock granted to each of Mr. Gross and Mr. Cardinale pursuant to the Company's Outside Director Stock Award Plan. Mr. Gross has an understanding with GS Group pursuant to which he holds such securities for the benefit of GS Group.
GS 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 following the Repurchase Transaction. The Reporting Persons 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.
/s/ Kevin P. Treanor, Attorney-in-fact
2013-12-12
/s/ Kevin P. Treanor, Attorney-in-fact
2013-12-12
/s/ Kevin P. Treanor, Attorney-in-fact
2013-12-12