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