SEC Form SC 13D/A filed by Griffon Corporation (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 2)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)

January 8, 2023

(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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-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 § 240.13d-7 for other parties to whom copies are to be sent.

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 (“Act”) 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).

^* Includes 161,200 Shares underlying certain call options which are currently exercisable.

^* Includes 18,100 Shares underlying certain call options which are currently exercisable.

^* Includes 179,300 Shares underlying certain call options which are currently exercisable.

^* Includes 224,900 Shares underlying certain call options which are currently exercisable.

^** Includes 115,300 Shares underlying certain call options which are currently exercisable.

*** Includes 340,200 Shares underlying certain call options which are currently exercisable.

^* Includes 224,900 Shares underlying certain call options which are currently exercisable.

^** Includes 115,300 Shares underlying certain call options which are currently exercisable.

*** Includes 340,200 Shares underlying certain call options which are currently exercisable.

The following constitutes Amendment No. 2 to the Schedule 13D filed by the undersigned (the “Amendment No. 2”). This Amendment No. 2 amends the Schedule 13D as specifically set forth herein.

Item 2 is hereby amended to add the following:

In connection with the Cooperation Agreement, as defined and described in Item 4 below, Steven L. Breitzka, Larry Denbrock, Michael P. Farrah, Robert Mather, Sheri L. Mossbeck and Wendy C. Shiba will no longer be members of the Schedule 13(d) group and, accordingly, shall cease to be Reporting Persons immediately after the filing of this Amendment No. 2. The remaining Reporting Persons will continue filing statements on Schedule 13D with respect to their beneficial ownership of securities of the Issuer to the extent required by applicable law. Each of the remaining Reporting Persons is party to the Joint Filing Agreement, as defined and described in Item 6 below.

Item 3 is hereby amended and restated to read as follows:

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 1,380,000 Shares beneficially owned directly by Voss Value Master Fund is approximately $36,449,631, including brokerage commissions. The aggregate purchase price of call options exercisable into 161,200 Shares owned directly by Voss Value Master Fund is approximately $1,756,600, including brokerage commissions. The aggregate purchase price of the 191,099 Shares beneficially owned by Voss Value-Oriented Special Situations Fund is approximately $4,872,153, including brokerage commissions. The aggregate purchase price of call options exercisable into 18,100 Shares owned directly by Voss Value-Oriented Special Situations Fund is approximately $268,722, including brokerage commissions. The aggregate purchase price of the 1,497,753 Shares held in the Voss Managed Accounts is approximately $45,264,563, including brokerage commissions. The aggregate purchase price of call options exercisable into 160,900 Shares held in the Voss Managed Accounts is approximately $1,231,275, including brokerage commissions.

Item 4 is hereby amended to add the following:

On January 8, 2023, Voss Value Master Fund, Voss Value-Oriented Special Situations Fund, Voss GP and Voss Capital (collectively, “Voss”) entered into a cooperation agreement (the “Cooperation Agreement”) with the Issuer. Pursuant to the Cooperation Agreement, the Board of Directors of the Issuer (the “Board”) agreed, among other things, to appoint Mr. Cocke to the Board effective January 9, 2023 and nominate him and H. C. Charles Diao for election at the Issuer’s upcoming 2023 annual meeting of stockholders (the “2023 Annual Meeting”). The Issuer also agreed that concurrent with Mr. Cocke’s appointment to the Board, he would be appointed to the Nominating and Corporate Governance Committee and the Committee on Strategic Considerations.

In addition, the Cooperation Agreement provides that, following the 2023 Annual Meeting, at Voss’s election, after consultation with the Issuer and subject to Voss beneficially owning at least the Minimum Ownership Threshold (as defined in below), the Issuer will, in consultation with Voss, identify a new independent director from the individuals previously named by Voss as potential candidates or, with Voss’s consent, a different individual, and appoint such person to the Board (the “Additional Director”). The Cooperation Agreement further provides that at Voss’s election, the Issuer will ensure that the size of the Board following the 2023 Annual Meeting is not more than 13 members. The Cooperation Agreement provides for customary director replacement procedures in the event Mr. Cocke or the Additional Director cease to serve as a director, subject to certain circumstances, including that Voss continues to hold a “net long position” in the Issuer of at least 50% of the Shares beneficially held by Voss as of the date of the Cooperation Agreement (the “Minimum Ownership Threshold”).

Pursuant to the Cooperation Agreement, Voss has irrevocably withdrawn its nomination notice regarding its slate of proposed director nominees for election at the 2023 Annual Meeting and has agreed to abide by certain customary standstill restrictions, voting commitments, and other provisions, including a mutual non-disparagement provision that remain in effect during the Cooperation Period (as described below).

The Cooperation Period is defined as beginning January 8, 2023 and continuing until the later of (i) the date that is 15 calendar days prior to the notice deadline for non-proxy access stockholder nominations of director candidates for election to the Board at the Issuer’s 2024 annual meeting of stockholders (the “2024 Annual Meeting”) and (ii) 5 business days after the date on which Mr. Cocke (or any replacement director) has ceased to serve on the Board. However, if the Issuer confirms in writing that it will re-nominate Mr. Cocke (or, if he is replaced pursuant to the Cooperation Agreement, such replacement director) for election as a director at the 2024 Annual Meeting or at any subsequent annual meeting, and Mr. Cocke (or such replacement director, if applicable) consents to the applicable renomination(s), then the date in prong (i) above shall be automatically extended each such time until the date that is 15 calendar days prior to the applicable notice deadline for non-proxy access stockholder nominations of director candidates for election to the Board applicable to the next subsequent annual meeting of stockholders of the Issuer. The Cooperation Agreement will terminate upon the earlier of (x) the expiry of the Cooperation Period and (y) upon five business days’ prior written notice of a material breach of the Cooperation Agreement by a party thereto, provided that such material breach is not cured within such notice period.

Pursuant to the Cooperation Agreement, the Issuer agreed to reimburse Voss for its reasonable, documented out-of-pocket fees, costs and expenses (including legal expenses) incurred in connection with the negotiation and execution of the Cooperation Agreement in an amount not to exceed $500,000 in the aggregate.

The foregoing description of the Cooperation Agreement does not purport to be complete and is qualified in its entirety by reference to the Cooperation Agreement, which is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

Items 5(a)-(c) are hereby amended and restated to read as follows:

The aggregate percentage of Shares reported owned by each person named herein is based upon 57,064,331 Shares outstanding, as of October 31, 2022, which is the total number of Shares outstanding as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on November 18, 2022.

Percentage: Approximately 2.7%

Percentage: Less than 1%

Percentage: Approximately 3.1%

Percentage: Approximately 6.0%

Percentage: Approximately 6.0%

Percentage: 0%

Percentage: 0%

Percentage: 0%

Percentage: 0%

Percentage: 0%

Percentage: 0%

Item 6 is hereby amended and restated as follows:

Voss Value Master Fund has purchased American-style exchange listed call options referencing an aggregate of 146,900 shares of Common Stock, which have exercise prices ranging between $20.50 and $50.00 and expire on January 20, 2023.

Voss Value Master Fund has purchased American-style exchange listed call options referencing an aggregate of 14,300 shares of Common Stock, which have exercise prices ranging between $45.00 and $50.00 and expire on February 17, 2023.

Voss Value Special Situations Fund has purchased American-style exchange listed call options referencing an aggregate of 16,200 shares of Common Stock, which have exercise prices ranging between $20.50 and $44.00 and expire on January 20, 2023.

Voss Value Special Situations Fund has purchased American-style exchange listed call options referencing an aggregate of 1,900 shares of Common Stock, which have an exercise price of $45.00 and expire on February 17, 2023.

The Voss Managed Accounts have purchased American-style exchange listed call options referencing an aggregate of 152,000 shares of Common Stock, which have exercise prices ranging between $20.50 and $45.00 and expire on January 20, 2023.

The Voss Managed Accounts have purchased American-style exchange listed call options referencing an aggregate of 8,900 shares of Common Stock, which have an exercise price of $45.00 and expire on February 17, 2023.

On January 8, 2023, the Reporting Persons and the Issuer entered into the Cooperation Agreement (as defined and described in Item 4), which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

On January 10, 2023, the Reporting Persons entered into a Joint Filing Agreement pursuant to which the Reporting Persons who will remain Reporting Persons subsequent to this Amendment No. 2 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. A copy of this agreement is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Item 7 is hereby amended to add the following exhibits:

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: January 10, 2023

Schedule A

Transactions in the Securities of the Issuer Since the Filing of Amendment No. 1 to the Schedule 13D

VOSS CAPITAL, LLC

(Through the Separately Managed Accounts)

¹ Private acquisition of Common Stock upon creation of additional Managed Account.