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. 3)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)

September 5, 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).

*  Excludes 3,308 Restricted Shares that are currently unvested and do not vest within 60 days of the date hereof.

The following constitutes Amendment No. 3 to the Schedule 13D filed by the undersigned (the “Amendment No. 3”). This Amendment No. 3 amends the Schedule 13D as specifically set forth herein.

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 1,473,400 Shares beneficially owned directly by Voss Value Master Fund is approximately $40,884,561, including brokerage commissions. The aggregate purchase price of the 203,499 Shares beneficially owned by Voss Value-Oriented Special Situations Fund is approximately $5,499,455, including brokerage commissions. The aggregate purchase price of the 1,156,953 Shares held in the Voss Managed Accounts is approximately $31,438,008, including brokerage commissions.

Mr. Cocke acquired 276 Shares in connection with his service as a director of the Issuer and currently holds 3,308 restricted shares (“Restricted Shares”), the vesting of which is subject to Mr. Cocke’s continued service through March 15, 2024.

Item 4 is hereby amended to add the following:

On September 5, 2023, certain of the Voss Managed Accounts, of which Voss Capital is the investment manager (the “Selling Shareholders”) entered into an agreement (the “Stock Purchase Agreement”) with the Issuer, pursuant to which the Issuer repurchased 400,000 Shares beneficially owned by the Selling Shareholders, in a private transaction to facilitate redemptions by investors in the Selling Shareholders. The purchase price per Share was $41.8656, for an aggregate purchase price of $16,746,240, and represented a 2% discount from the price of $42.72 of the Shares at the close of trading on September 1, 2023. The Selling Shareholders are affiliates of Voss Capital. Mr. Cocke, the Founder, Chief Investment Officer and Managing Member of Voss Capital, is a member of the Board of Directors of the Issuer (the “Board”). The Stock Purchase Agreement contains customary representations, warranties and covenants of the parties.

The repurchase of the Shares pursuant to the Stock Purchase Agreement was consummated under the Issuer’s Board authorized share repurchase program, and the repurchased shares will be held in treasury. The Audit Committee of the Board, comprised solely of independent directors not affiliated with the Selling Shareholders, approved the transactions contemplated by the Stock Purchase Agreement.

The foregoing description of the Stock Purchase Agreement is qualified in its entirety by reference to the full text of the Stock Purchase Agreement filed as Exhibit 99.1 to this Amendment No. 3 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 54,603,921 Shares outstanding, as of July 31, 2023, 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, 2023.

Percentage: Approximately 2.7%

Percentage: Less than 1%

Percentage: Approximately 3.1%

Percentage: Approximately 5.2%

Percentage: Approximately 5.2%

Item 6 is hereby amended to add the following:

On September 5, 2023, the Selling Shareholders and the Issuer entered into the Stock Repurchase Agreement (as defined and described in Item 4), which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

_______________

* Excludes 3,308 Restricted Shares that are currently unvested and do not vest within 60 days of the date hereof.

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: September 7, 2023