Travis W. Cocke Form 3 GRIFFON / Travis W. Cocke ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
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.

(Last) (First) (Middle)

3773 RICHMOND AVENUE, SUITE 500

(Street)

HOUSTON TX 77046

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/09/2023

3. Issuer Name and Ticker or Trading Symbol
GRIFFON CORP [ GFF ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
See Remarks

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

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

1. Name and Address of Reporting Person^*

Cocke Travis W.

(Last) (First) (Middle)

3773 RICHMOND AVENUE, SUITE 500

(Street)

HOUSTON TX 77046

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Voss Advisors GP, LLC

(Last) (First) (Middle)

3773 RICHMOND AVENUE, SUITE 500

(Street)

HOUSTON TX 77046

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Voss Capital, LLC

(Last) (First) (Middle)

3773 RICHMOND AVENUE, SUITE 500

(Street)

HOUSTON TX 77046

(City) (State) (Zip)

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 owned 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.

	/s/ Travis W. Cocke	01/11/2023
	Voss Value Master Fund, L.P.; By: Voss Advisors GP, LLC; By: /s/ Travis W. Cocke	01/11/2023
	Voss Value-Oriented Special Situations Fund, L.P.; By: Voss Advisors GP, LLC; By: /s/ Travis W. Cocke	01/11/2023
	Voss Advisors GP, LLC; By: /s/ Travis W. Cocke	01/11/2023
	Voss Capital, LLC; By: /s/ Travis W. Cocke	01/11/2023
	** Signature of Reporting Person	Date
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