Sec Form 13D Filing - Voss Capital LP filing for GRIFFON CORP (GFF) - 2022-08-15

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549 

______________

 

SCHEDULE 13D 

(Rule 13d-101)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 

RULE 13d-2(a)

 

(Amendment No. )1

 

Griffon Corporation

(Name of Issuer)

 

Common Stock, $0.25 par value 

(Title of Class of Securities)

 

398433102 

(CUSIP Number)

 

VOSS CAPITAL, LLC 

3773 Richmond Avenue, Suite 500 

Houston, Texas 77046 

(281) 770-0379

 

ANDREW FREEDMAN, ESQ. 

OLSHAN FROME WOLOSKY LLP 

1325 Avenue of the Americas 

New York, New York 10019 

(212) 451-2300 

(Name, Address and Telephone Number of Person 

Authorized to Receive Notices and Communications)

 

August 12, 2022 

(Date of Event Which Requires Filing of This Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ☐.

 

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

(Continued on following pages)

 

1       The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

CUSIP No. 398433102

 

  

* Includes 357,000 Shares underlying certain call options which are currently excercisable.

 

2 

CUSIP No. 398433102

 

  1   NAME OF REPORTING PERSON  
         
       

VOSS VALUE MASTER FUND, L.P. 

  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        WC  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
       

CAYMAN ISLANDS 

  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY        

1,607,000* 

  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          1,607,000*  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        1,607,000*  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
       

2.8% 

  
  14   TYPE OF REPORTING PERSON  
         
        PN  
  1   NAME OF REPORTING PERSON  
         
       

VOSS VALUE-ORIENTED SPECIAL SITUATIONS FUND, L.P. 

  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
       

OO 

  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
       

TEXAS 

  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY        

255,466* 

  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          255,466*  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        255,466*  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
       

Less than 1% 

  
  14   TYPE OF REPORTING PERSON  
         
       

PN 

  

 

* Includes 77,000 Shares underlying certain call options which are currently excercisable.

 

3 

CUSIP No. 398433102

 

  1   NAME OF REPORTING PERSON  
         
       

VOSS ADVISORS GP, LLC 

  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
       

OO 

  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
       

TEXAS 

  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY        

1,862,466* 

  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          1,862,466*  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        1,862,466*  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
       

3.3% 

  
  14   TYPE OF REPORTING PERSON  
         
       

OO 

  

 

* Includes 434,000 Shares underlying certain call options which are currently excercisable. 

 

4 

CUSIP No. 398433102

 

  1   NAME OF REPORTING PERSON  
         
       

VOSS CAPITAL, LLC 

  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
       

OO

  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
       

TEXAS 

  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY        

2,122,166* 

  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         829,710**   
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          2,122,166*  
    10   SHARED DISPOSITIVE POWER  
           
          829,710**  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
       

2,951,876*** 

  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
       

5.2% 

  
  14   TYPE OF REPORTING PERSON  
         
       

OO 

  

 

* Includes 483,700 Shares underlying certain call options which are currently excercisable.

 

** Includes 185,700 Shares underlying certain call options which are currently excercisable

 

*** Includes 669,400 Shares underlying certain call options which are currently excercisable.

 

5

CUSIP No. 398433102

 

 
  1   NAME OF REPORTING PERSON  
         
       

TRAVIS W. COCKE 

  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
       

OO 

  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
       

USA 

  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY        

2,122,166* 

  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING        

829,710** 

  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          2,122,166*  
    10   SHARED DISPOSITIVE POWER  
         
          829,710**  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
       

2,951,876***

  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
       

5.2% 

  
  14   TYPE OF REPORTING PERSON  
         
        IN  

 

* Includes 483,700 Shares underlying certain call options which are currently excercisable.

 

** Includes 185,700 Shares underlying certain call options which are currently excercisable

 

*** Includes 669,400 Shares underlying certain call options which are currently excercisable.

  

6

CUSIP No. 398433102

 

The following constitutes the Schedule 13D filed by the undersigned (the “Schedule 13D”).

 

Item 1.Security and Issuer.

 

This statement relates to the Common Stock, par value $0.25 per share (the “Shares”), of the Griffon Corporation, a Delaware corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 712 Fifth Avenue, 18th Floor, New York, New York, 10019.

 

Item 2.Identity and Background.

 

(a)This statement is filed by:

 

(i)Voss Value Master Fund, L.P., a Cayman Islands limited partnership, (“Voss Value Master Fund”), with respect to the Shares directly and beneficially owned by it;

 

(ii)Voss Value-Oriented Special Situations Fund, L.P., a Delaware limited partnership (“Voss Value-Oriented Special Situations Fund”), with respect to the Shares directly and beneficially owned by it;

 

(iii)Voss Advisors GP, LLC, a Texas limited liability company (“Voss GP”), as the general partner of Voss Value Master Fund and Voss Value-Oriented Special Situations Fund;

 

(iv)Voss Capital, LLC, a Texas limited liability company (“Voss Capital”), as the investment manager of Voss Value Master Fund, Voss Value-Oriented Special Situations Fund and certain separately managed accounts (the “Voss Managed Accounts”); and

 

(v)Travis W. Cocke, as the managing member of Voss Capital and Voss GP;

 

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.

 

(b)       The address of the principal office of each of Voss Value Master Fund, Voss Value-Oriented Special Situations Fund, Voss GP, Voss Capital and Mr. Cocke is 3773 Richmond, Suite 500, Houston, Texas 77046.

 

(c)       The principal business of each of Voss Value Master Fund and Voss Value-Oriented Special Situations Fund is investing in securities. The principal business of Voss GP is serving as the general partner of each of Voss Value Master Fund and Voss Value-Oriented Special Situations Fund. The principal business of Voss Capital is serving as the investment manager of each of Voss Value Master Fund, Voss Value-Oriented Special Situations Fund and the Voss Managed Accounts. Mr. Cocke serves as the managing member of each of Voss Capital and Voss GP.

 

(d)     0;  None of the Reporting Persons have, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 

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CUSIP No. 398433102

 

(e)       None of the Reporting Persons have, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

(f)       Voss Value Master Fund is organized under the laws of the Cayman Islands. Voss Value-Oriented Special Situations Fund, Voss GP and Voss Capital are organized under the laws of the State of Texas. Mr. Cocke is a citizen of the United States of America.

 

Item 3.Source and Amount of Funds or Other Consideration.

 

The Shares purchased by each of Voss Value Master Fund, Voss Value-Oriented Special Situations Fund and the Voss Managed Accounts were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market transactions. The aggregate purchase price of the 1,250,000 Shares beneficially owned directly by Voss Value Master Fund is approximately $32,198,179, including brokerage commissions. The aggregate purchase price of the 357,000 Shares underlying certain call options owned directly by Voss Value Master Fund is approximately $646,544, including brokerage commissions. The aggregate purchase price of the 178,466 Shares beneficially owned by Voss Value-Oriented Special Situations Fund is approximately $4,407,711, including brokerage commissions. The aggregate purchase price of the 77,000 Shares underlying certain call options owned directly by Voss Value-Oriented Special Situations Fund is approximately $121,476, including brokerage commissions. The aggregate purchase price of the 854,010 Shares held in the Voss Managed Accounts is approximately $22,522,345, including brokerage commissions. The aggregate purchase price of the 235,400 Shares underlying certain call options held in the Voss Managed Accounts is approximately $400,138, including brokerage commissions.

 

Item 4.Purpose of Transaction.

 

The Reporting Persons began to establish a substantial investment in the Issuer in August 2021 based on their belief that the Issuer’s non-synergistic collection of businesses is severely undervalued and suffering from a conglomerate discount.  In October 2021, following a period of engagement with management and the Issuer’s Board of Directors (the “Board”) the Reporting Persons nominated a slate of director nominees for election at the Issuer’s 2021 Annual Meeting of Stockholders (the “2021 Annual Meeting”), and were gratified that stockholders elected their candidate H. C. Charles Diao as a director at the 2021 Annual Meeting held in February 2022.  During the time since the 2021 Annual Meeting, the Reporting Persons have been closely monitoring developments at the Issuer.  In particular, the Reporting Persons were pleased by the Issuer’s announcement in May 2022 that the Board had initiated a process to review a comprehensive range of strategic alternatives to maximize shareholder value including a sale, merger, divestiture, recapitalization or other strategic transaction. The Reporting Persons have recently endeavored to significantly increase their investment in the Issuer based on their hope and expectation that the ongoing strategic process will result in a transaction that will unlock substantial value for stockholders. Depending upon overall market conditions, other developments at the Issuer and other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.

 

8

CUSIP No. 398433102

 

At this time, no Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein.  The Reporting Persons intend to review their investment in the Issuer on a continuing basis.  Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in communications with management and the Board of Directors of the Issuer, engaging in discussions with stockholders of the Issuer or other third parties about the Issuer and the Reporting Persons’ investment, including potential business combinations or dispositions involving the Issuer or certain of its businesses, making recommendations or proposals to the Issuer concerning changes to the capitalization, cost and capital allocation, ownership structure, board structure (including board composition), calling of special meeting(s), potential business combinations or dispositions involving the Issuer or certain of its businesses or other strategic alternatives, or suggestions for improving the Issuer’s financial and/or operational performance, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, including swaps and other derivative instruments, or changing their intention with respect to any and all matters referred to in Item 4.

 

Item 5.Interest in Securities of the Issuer.

 

The aggregate percentage of Shares reported owned by each person named herein is based upon 57,063,936 Shares outstanding, as of June 30, 2022, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 3, 2022.

 

A.Voss Value Master Fund

 

(a)As of the close of business on August 12, 2022, Voss Value Master Fund beneficially owned 1,607,00 Shares, including 357,000 Shares underlying certain call options.

 

Percentage: Approximately 2.8%

 

(b)1. Sole power to vote or direct vote: 1,607,000
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,607,000
4. Shared power to dispose or direct the disposition: 0

 

(c)The transactions in the Shares by Voss Value Master Fund during the past sixty days are set forth in Schedule A and are incorporated herein by reference.

 

B.Voss Value-Oriented Special Situations Fund

 

(a)As of the close of business on August 12, 2022, Voss Value-Oriented Special Situations Fund beneficially owned 255,466 Shares, including 77,000 shares underlying certain call options.

 

Percentage: Less than 1%

 

(b)1. Sole power to vote or direct vote: 255,466
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 255,466
4. Shared power to dispose or direct the disposition: 0

 

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CUSIP No. 398433102

 

(c)The transactions in the Shares by Voss Value-Oriented Special Situations Fund during the past sixty days are set forth in Schedule A and are incorporated herein by reference.

 

C.Voss GP

 

(a)Voss GP, as the general partner of each of Voss Value Master Fund and Voss Value-Oriented Special Situations Fund, may be deemed the beneficial owner of the (i) 1,607,000 Shares owned by Voss Value Master Fund and (ii) 255,466 Shares owned by Voss Value-Oriented Special Situations Fund.

 

Percentage: Approximately 3.3%

 

(b)1. Sole power to vote or direct vote: 1,862,466
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,862,466
4. Shared power to dispose or direct the disposition: 0

 

(c)Voss GP has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of each of Voss Value Master Fund and Voss Value-Oriented Special Situations Fund during the past sixty days are set forth in Schedule A and are incorporated herein by reference.

 

D.Voss Capital

 

(a)As of the close of business on August 12, 2022, 1,089,410 Shares were held in the Voss Managed Accounts, including 235,400 shares underlying certain call options. Voss Capital, as the investment manager of each of Voss Value Master Fund and Voss Value-Oriented Special Situations Fund, may be deemed the beneficial owner of the (i) 1,607,000 Shares beneficially owned by Voss Value Master Fund and (ii) 255,466 Shares beneficially owned by Voss Value-Oriented Special Situations Fund.

 

Percentage: Approximately 5.2%

 

(b)1. Sole power to vote or direct vote: 2,122,166
2. Shared power to vote or direct vote: 829,710
3. Sole power to dispose or direct the disposition: 2,122,166
4. Shared power to dispose or direct the disposition: 829,710

 

(c)The transactions in the Shares by Voss Capital through the Voss Managed Accounts and on behalf of each of Voss Value Master Fund and Voss Value-Oriented Special Situations Fund during the past sixty days are set forth in Schedule A and are incorporated herein by reference.

 

E.Mr. Cocke

 

(a)Mr. Cocke, as the managing member of each of Voss Capital and Voss GP, may be deemed the beneficial owner of the (i) 1,607,000 Shares owned by Voss Value Master Fund, (ii) 255,466 Shares owned by Voss Value-Oriented Special Situations Fund and (iii) 1,089,410 Shares held in the Voss Managed Accounts.

 

10

CUSIP No. 398433102

 

Percentage: Approximately 5.2%

 

(b)1. Sole power to vote or direct vote: 2,122,166
2. Shared power to vote or direct vote: 829,710
3. Sole power to dispose or direct the disposition: 2,122,166
4. Shared power to dispose or direct the disposition: 829,710

 

(c)Mr. Cocke has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of each of Voss Value Master Fund and Voss Value-Oriented Special Situations Fund and through the Voss Managed Accounts during the past sixty days are set forth in Schedule A and are incorporated herein by reference.

 

(d)No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.

 

(e)Not applicable.

 

Item 6.Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

 

Voss Value Master Fund has purchased in the over-the-counter market American-style call options referencing an aggregate of 25,000 Shares, which have a strike price of $30.00 and which expire on August 19, 2022.

 

Voss Value Master Fund has purchased in the over-the-counter market American-style call options referencing an aggregate of 164,000 Shares, which have a strike price ranging between $30.00 and $40.00 and which expire on September 16, 2022.

 

Voss Value-Oriented Special Situations Fund has purchased in the over-the-counter market American-style call options referencing an aggregate of 28,300 Shares, which have a strike price ranging between $30.00 and $40.00 and which expire on September 16, 2022.

 

The Voss Managed Accounts have purchased in the over-the-counter market American-style call options referencing an aggregate of 87,100 Shares, which have a strike price ranging between $30.00 and $40.00 and which expire on September 16, 2022.

 

Voss Value Master Fund has purchased in the over-the-counter market American-style call options referencing an aggregate of 157,100 Shares, which have a strike price ranging between $30.00 and $45.00 and which expire on October 21, 2022.

 

Voss Value-Oriented Special Situations Fund has purchased in the over-the-counter market American-style call options referencing an aggregate of 47,700 Shares, which have a strike price ranging between $30.00 and $45.00 and which expire on October 21, 2022.

 

The Voss Managed Accounts have purchased in the over-the-counter market American-style call options referencing an aggregate of 70,200 Shares, which have a strike price ranging between $30.00 and $45.00 and which expire on October 21, 2022.

 

Voss Value Master Fund has purchased in the over-the-counter market American-style call options referencing an aggregate of 10,900 Shares, which have a strike price ranging between of $25.00 and $35.00 and which expire on January 20, 2023.

  

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CUSIP No. 398433102

 

Voss Value-Oriented Special Situations Fund has purchased in the over-the-counter market American-style call options referencing an aggregate of 1,000 Shares, which have a strike price of $35.00 and which expire on January 20, 2023.

 

The Voss Managed Accounts have purchased in the over-the-counter market American-style call options referencing an aggregate of 78,100 Shares, which have a strike price ranging between $35.00 and $45.00 and which expire on January 20, 2023.

 

On August 15, 2021, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.

  

Item 7.Material to be Filed as Exhibits.

 

99.1Joint Filing Agreement, dated August 15, 2022.

 

12

CUSIP No. 398433102

 

SIGNATURES

 

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: August 15, 2022

 

  Voss Value MASTER Fund, L.P.
   
  By:

Voss Advisors GP, LLC

General Partner

     
  By: /s/ Travis W. Cocke
 
    Name: Travis W. Cocke
    Title: Managing Member

 

  VOSS VALUE-ORIENTED SPECIAL SITUATIONS FUND, LP
   
  By:

Voss Advisors GP, LP

General Partner

   
  By: /s/ Travis W. Cocke
 
    Name: Travis W. Cocke
    Title: Managing Member

 

  Voss Advisors GP, LLC
 
  By: /s/ Travis W. Cocke
 
    Name: Travis W. Cocke
    Title: Managing Member

 

  Voss Capital LLC
 
  By: /s/ Travis W. Cocke
 
    Name: Travis W. Cocke
    Title: Managing Member

 

  /s/ Travis W. Cocke
 
  Travis W. Cocke

 

13

  

Schedule A

 

Transactions in the Shares During the Past Sixty Days

 

Nature of the Transaction

Securities

Purchased/(Sold)

Price Per 

Share($)

Date of

Purchase / Sale

 

VOSS VALUE MASTER FUND, LP

 

Purchase of Common Stock 25,000 27.8047 06/29/2022
Purchase of Common Stock 5,000 27.1915 07/20/2022
Purchase of Common Stock 5,000 27.2380 07/21/2022
Sale of Common Stock (10,000) 27.3027 07/26/2022
Purchase of Common Stock 23,215 28.3297 07/28/2022
Purchase of Common Stock 5,860 28.6562 07/28/2022
Purchase of Common Stock 7,962 28.6998 07/28/2022
Purchase of Common Stock 14,532 28.7499 07/28/2022
Purchase of Common Stock 10,000 29.6000 07/28/2022
Purchase of Common Stock 5,851 29.5387 07/29/2022
Purchase of Common Stock 7,580 29.4331 08/01/2022
Purchase of Common Stock 2,400 29.6124 08/01/2022
Purchase of Common Stock 1,573 29.3708 08/01/2022
Purchase of Common Stock 8,427 29.9317 08/01/2022
Purchase of Common Stock 12,600 28.6686 08/02/2022
Purchase of Common Stock 5,000 28.9900 08/03/2022
Purchase of Common Stock 10,000 29.7213 08/03/2022
Purchase of Common Stock 2,721 29.5763 08/03/2022
Purchase of Common Stock 700 29.9814 08/04/2022
Purchase of Common Stock 9,400 30.0455 08/04/2022
Purchase of Common Stock 5,157 30.0498 08/04/2022
Purchase of Common Stock 20,000 30.4145 08/04/2022
Purchase of Common Stock 7,022 30.5909 08/04/2022
Purchase of Common Stock 4,395 30.3319 08/05/2022
Purchase of Common Stock 10,000 30.2613 08/05/2022
Purchase of Common Stock 25,605 30.2428 08/05/2022
Purchase of Common Stock 956 31.6833 08/08/2022
Purchase of Common Stock 14,649 32.3516 08/08/2022
Purchase of Common Stock 9,395 32.3620 08/08/2022

 

 

VOSS VALUE-ORIENTED SPECIAL SITUATIONS FUND, LP

 

Purchase of Common Stock 5,000 26.3600 07/12/2022
Sale of Common Stock (5,476) 27.3401 07/26/2022
Sale of Common Stock (5,000) 27.3000 07/26/2022
Sale of Common Stock (4,524) 27.5893 07/27/2022
Purchase of Common Stock 1,015 28.6562 07/28/2022
Purchase of Common Stock 1,379 28.6998 07/28/2022
Purchase of Common Stock 2,519 28.7499 07/28/2022
Purchase of Common Stock 5,000 29.5129 07/28/2022
Purchase of Common Stock 5,087 30.6100 08/04/2022
Purchase of Common Stock 761 30.3319 08/05/2022
Purchase of Common Stock 166 31.6833 08/08/2022
Purchase of Common Stock 2,539 32.3516 08/08/2022

 

VOSS CAPITAL, LLC

(Through Separately Managed Accounts)

 

Purchase of Common Stock 25,000 29.6818 06/15/2022
Purchase of Common Stock 5,000 29.9543 06/15/2022
Purchase of Common Stock 5,000 30.2397 06/15/2022
Purchase of Common Stock 7,500 26.1448 06/22/2022
Purchase of Common Stock 5,000 26.0475 06/23/2022
Purchase of Common Stock 5,000 27.1500 06/24/2022
Purchase of Common Stock 5,000 27.8627 06/28/2022
Purchase of Common Stock 5,000 28.0166 06/29/2022
Purchase of Common Stock 10,000 28.2600 06/29/2022
Purchase of Common Stock 25,000 28.4243 07/01/2022
Purchase of Common Stock 5,000 28.6933 07/01/2022
Purchase of Common Stock 5,000 28.4465 07/01/2022
Purchase of Common Stock 5,000 28.7030 07/01/2022
Purchase of Common Stock 5,000 28.4110 07/05/2022
Purchase of Common Stock 5,000 28.4098 07/05/2022
Purchase of Common Stock 5,000 28.8011 07/05/2022
Purchase of Common Stock 10,000 27.8669 07/06/2022
Purchase of Common Stock 10,000 27.9981 07/06/2022
Purchase of Common Stock 5,000 26.3141 07/07/2022
Purchase of Common Stock 5,000 25.7877 07/08/2022
Purchase of Common Stock 5,000 26.2750 07/12/2022
Purchase of Common Stock 5,000 26.6474 07/13/2022
Purchase of Common Stock 5,000 26.6776 07/13/2022
Purchase of Common Stock 10,000 27.2462 07/21/2022
Purchase of Common Stock 5,000 27.3711 07/21/2022

 

 

Purchase of Common Stock 10,000 27.1926 07/22/2022
Purchase of Common Stock 5,000 27.4002 07/26/2022
Purchase of Common Stock 5,000 28.2423 07/28/2022
Purchase of Common Stock 2,640 28.6562 07/28/2022
Purchase of Common Stock 485 28.6562 07/28/2022
Purchase of Common Stock 659 28.6998 07/28/2022
Purchase of Common Stock 6,546 28.7499 07/28/2022
Purchase of Common Stock 1,203 28.7499 07/28/2022
Purchase of Common Stock 5,000 28.7500 07/28/2022
Purchase of Common Stock 5,000 29.5100 07/29/2022
Purchase of Common Stock 100 29.5150 08/01/2022
Purchase of Common Stock 5,000 28.7186 08/02/2022
Purchase of Common Stock 4,900 28.7853 08/02/2022
Purchase of Common Stock 5,814 28.6875 08/02/2022
Purchase of Common Stock 12,653 28.9344 08/03/2022
Purchase of Common Stock 5,000 28.9384 08/03/2022
Purchase of Common Stock 5,000 29.0658 08/03/2022
Purchase of Common Stock 5,000 29.6000 08/03/2022
Purchase of Common Stock 1,980 30.3319 08/05/2022
Purchase of Common Stock 364 30.3319 08/05/2022
Purchase of Common Stock 4,822 30.3000 08/05/2022
Purchase of Common Stock 431 31.6833 08/08/2022
Purchase of Common Stock 79 31.6833 08/08/2022
Purchase of Common Stock 6,599 32.3516 08/08/2022
Purchase of Common Stock 1,213 32.3516 08/08/2022