Sec Form 4 Filing - KRAMER RONALD J @ GRIFFON CORP - 2020-01-29

Insider filing report for Changes in Beneficial Ownership
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FORM 4
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
KRAMER RONALD J
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
X __ Officer (give title below) _____ Other (specify below)
Chairman of the Board and CEO
(Last) (First) (Middle)
C/O GRIFFON CORPORATION, 712 FIFTH AVENUE, 18TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
01/29/2020
(Street)
NEW YORK, NY10019
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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 12/06/2019 G V 18,000 D $ 0 2,565,933 D
Common Stock 12/18/2019 G V 3,000 D $ 0 2,562,933 D
Common Stock 01/29/2020 A 89,693 ( 1 ) A $ 0 2,652,626 D
Common Stock 01/29/2020 F 189,905 ( 2 ) D $ 21.9 2,462,721 D
Common Stock 2,635 ( 3 ) I By ESOP
Common Stock 40,298 I By Spouse and Children
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
KRAMER RONALD J
C/O GRIFFON CORPORATION
712 FIFTH AVENUE, 18TH FLOOR
NEW YORK, NY10019
X Chairman of the Board and CEO
Signatures
/s/ Seth L. Kaplan, as attorney-in-fact 01/31/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents a portion of the restricted shares granted to the reporting person on January 29, 2016 under the Company's 2016 Equity Incentive Plan in a transaction exempt under Rule 16b. Such restricted shares were subject to both service period vesting (time-based) and the attainment of specified performance criteria (performance-based vesting) related to the Company's stock price and the total shareholder return of the Company's stock relative to a market index. It was previously certified that the performance criteria was achieved to a certain extent and the shares related to such certification were reported on a Form 4 filed on February 1, 2017. Following the end of the performance period, it was determined that the performance criteria was achieved with respect to an additional 89,693 shares.
( 2 )Shares withheld by or delivered to the registrant upon vesting of restricted stock to satisfy tax withholding obligations of the reporting person.
( 3 )Reflects ESOP allocations that have occurred since the date of the reporting person's last ownership report.

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).

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