Sec Form 3 Filing - Cocke Travis W. @ GRIFFON CORP - 2023-01-09

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 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. 2. Issuer Name and Ticker or Trading Symbol GRIFFON CORP [ GFF] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) See Remarks (Last) (First) (Middle) 3773 RICHMOND AVENUE, SUITE 500 3. Date of Earliest Transaction (MM/DD/YY) 01/09/2023 (Street) HOUSTON, TX77046 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price 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 Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Call Option (right to buy) $ 20.5 ( 5 ) 01/20/2023 Common Stock, $0.25 par value 5,700 I By: Voss Value Master Fund, L.P.( 2 ) Call Option (right to buy) $ 23 ( 5 ) 01/20/2023 Common Stock, $0.25 par value 11,400 I By: Voss Value Master Fund, L.P.( 2 ) Call Option (right to buy) $ 25 ( 5 ) 01/20/2023 Common Stock, $0.25 par value 13,500 I By: Voss Value Master Fund, L.P.( 2 ) Call Option (right to buy) $ 26 ( 5 ) 01/20/2023 Common Stock, $0.25 par value 5,700 I By: Voss Value Master Fund, L.P.( 2 ) Call Option (right to buy) $ 27 ( 5 ) 01/20/2023 Common Stock, $0.25 par value 5,700 I By: Voss Value Master Fund, L.P.( 2 ) Call Option (right to buy) $ 28 ( 5 ) 01/20/2023 Common Stock, $0.25 par value 5,700 I By: Voss Value Master Fund, L.P.( 2 ) Call Option (right to buy) $ 30 ( 5 ) 01/20/2023 Common Stock, $0.25 par value 19,900 I By: Voss Value Master Fund, L.P.( 2 ) Call Option (right to buy) $ 35 ( 5 ) 01/20/2023 Common Stock, $0.25 par value 25,800 I By: Voss Value Master Fund, L.P.( 2 ) Call Option (right to buy) $ 40 ( 5 ) 01/20/2023 Common Stock, $0.25 par value 14,200 I By: Voss Value Master Fund, L.P.( 2 ) Call Option (right to buy) $ 43 ( 5 ) 01/20/2023 Common Stock, $0.25 par value 100 I By: Voss Value Master Fund, L.P.( 2 ) Call Option (right to buy) $ 44 ( 5 ) 01/20/2023 Common Stock, $0.25 par value 14,200 I By: Voss Value Master Fund, L.P.( 2 ) Call Option (right to buy) $ 50 ( 5 ) 01/20/2023 Common Stock, $0.25 par value 25,000 I By: Voss Value Master Fund, L.P.( 2 ) Call Option (right to buy) $ 20.5 ( 5 ) 01/20/2023 Common Stock, $0.25 par value 800 I By: Voss Value-Oriented Special Situations Fund, L.P.( 3 ) Call Option (right to buy) $ 23 ( 5 ) 01/20/2023 Common Stock, $0.25 par value 1,600 I By: Voss Value-Oriented Special Situations Fund, L.P.( 3 ) Call Option (right to buy) $ 25 ( 5 ) 01/20/2023 Common Stock, $0.25 par value 1,200 I By: Voss Value-Oriented Special Situations Fund, L.P.( 3 ) Call Option (right to buy) $ 26 ( 5 ) 01/20/2023 Common Stock, $0.25 par value 800 I By: Voss Value-Oriented Special Situations Fund, L.P.( 3 ) Call Option (right to buy) $ 27 ( 5 ) 01/20/2023 Common Stock, $0.25 par value 800 I By: Voss Value-Oriented Special Situations Fund, L.P.( 3 ) Call Option (right to buy) $ 28 ( 5 ) 01/20/2023 Common Stock, $0.25 par value 800 I By: Voss Value-Oriented Special Situations Fund, L.P.( 3 ) Call Option (right to buy) $ 30 ( 5 ) 01/20/2023 Common Stock, $0.25 par value 2,700 I By: Voss Value-Oriented Special Situations Fund, L.P.( 3 ) Call Option (right to buy) $ 35 ( 5 ) 01/20/2023 Common Stock, $0.25 par value 3,700 I By: Voss Value-Oriented Special Situations Fund, L.P.( 3 ) Call Option (right to buy) $ 40 ( 5 ) 01/20/2023 Common Stock, $0.25 par value 1,900 I By: Voss Value-Oriented Special Situations Fund, L.P.( 3 ) Call Option (right to buy) $ 44 ( 5 ) 01/20/2023 Common Stock, $0.25 par value 1,900 I By: Voss Value-Oriented Special Situations Fund, L.P.( 3 ) Call Option (right to buy) $ 20.5 ( 5 ) 01/20/2023 Common Stock, $0.25 par value 3,500 I By: Managed Accounts of Voss Capital, LLC( 4 ) Call Option (right to buy) $ 23 ( 5 ) 01/20/2023 Common Stock , $0.25 par value 7,000 I By: Managed Accounts of Voss Capital, LLC( 4 ) Call Option (right to buy) $ 25 ( 5 ) 01/20/2023 Common Stock, $0.25 par value 10,300 I By: Managed Accounts of Voss Capital, LLC( 4 ) Call Option (right to buy) $ 26 ( 5 ) 01/20/2023 Common Stock, $0.25 par value 3,500 I By: Managed Accounts of Voss Capital, LLC( 4 ) Call Option (right to buy) $ 27 ( 5 ) 01/20/2023 Common Stock, $0.25 par value 3,500 I By: Managed Accounts of Voss Capital, LLC( 4 ) Call Option (right to buy) $ 28 ( 5 ) 01/20/2023 Common Stock, $0.25 par value 3,500 I By: Managed Accounts of Voss Capital, LLC( 4 ) Call Option (right to buy) $ 30 ( 5 ) 01/20/2023 Common Stock, $0.25 par value 12,400 I By: Managed Accounts of Voss Capital, LLC( 4 ) Call Option (right to buy) $ 35 ( 5 ) 01/20/2023 Common Stock, $0.25 par value 15,500 I By: Managed Accounts of Voss Capital, LLC( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Cocke Travis W. 3773 RICHMOND AVENUE, SUITE 500 HOUSTON, TX77046 X See Remarks Voss Advisors GP, LLC 3773 RICHMOND AVENUE, SUITE 500 HOUSTON, TX77046 X Voss Capital, LLC 3773 RICHMOND AVENUE, SUITE 500 HOUSTON, TX77046 X Signatures /s/ Travis W. Cocke 01/11/2023 Signature of Reporting Person Date Voss Value Master Fund, L.P.; By: Voss Advisors GP, LLC; By: /s/ Travis W. Cocke 01/11/2023 Signature of Reporting Person Date Voss Value-Oriented Special Situations Fund, L.P.; By: Voss Advisors GP, LLC; By: /s/ Travis W. Cocke 01/11/2023 Signature of Reporting Person Date Voss Advisors GP, LLC; By: /s/ Travis W. Cocke 01/11/2023 Signature of Reporting Person Date Voss Capital, LLC; By: /s/ Travis W. Cocke 01/11/2023 Signature of Reporting Person Date

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 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 o wned 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.

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 4(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.
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