4//SEC Filing
Voss Advisors GP, LLC 4
Accession 0000921895-24-000532
CIK 0000050725other
Filed
Feb 21, 7:00 PM ET
Accepted
Feb 22, 5:00 PM ET
Size
21.3 KB
Accession
0000921895-24-000532
Insider Transaction Report
Form 4
GRIFFON CORPGFF
Voss Value Master Fund, LP
DirectorOther
Transactions
- Disposition to Issuer
Common Stock, $0.25 par value
2024-02-20$65.50/sh−110,000$7,205,000→ 93,499 total(indirect: By: Voss Value-Oriented Special Situations Fund, L.P.) - Disposition to Issuer
Common Stock, $0.25 par value
2024-02-20$65.50/sh−440,000$28,820,000→ 716,953 total(indirect: By LLC) - Disposition to Issuer
Common Stock, $0.25 par value
2024-02-20$65.50/sh−950,000$62,225,000→ 523,400 total(indirect: By: Voss Value Master Fund, L.P.) - Disposition to Issuer
Common Stock, $0.25 par value
2024-02-20−3,308→ 276 total
Cocke Travis W.
DirectorOther
Transactions
- Disposition to Issuer
Common Stock, $0.25 par value
2024-02-20$65.50/sh−110,000$7,205,000→ 93,499 total(indirect: By: Voss Value-Oriented Special Situations Fund, L.P.) - Disposition to Issuer
Common Stock, $0.25 par value
2024-02-20$65.50/sh−440,000$28,820,000→ 716,953 total(indirect: By LLC) - Disposition to Issuer
Common Stock, $0.25 par value
2024-02-20$65.50/sh−950,000$62,225,000→ 523,400 total(indirect: By: Voss Value Master Fund, L.P.) - Disposition to Issuer
Common Stock, $0.25 par value
2024-02-20−3,308→ 276 total
Voss Value-Oriented Special Situations Fund, LP
DirectorOther
Transactions
- Disposition to Issuer
Common Stock, $0.25 par value
2024-02-20$65.50/sh−440,000$28,820,000→ 716,953 total(indirect: By LLC) - Disposition to Issuer
Common Stock, $0.25 par value
2024-02-20$65.50/sh−950,000$62,225,000→ 523,400 total(indirect: By: Voss Value Master Fund, L.P.) - Disposition to Issuer
Common Stock, $0.25 par value
2024-02-20$65.50/sh−110,000$7,205,000→ 93,499 total(indirect: By: Voss Value-Oriented Special Situations Fund, L.P.) - Disposition to Issuer
Common Stock, $0.25 par value
2024-02-20−3,308→ 276 total
Voss Advisors GP, LLC
DirectorOther
Transactions
- Disposition to Issuer
Common Stock, $0.25 par value
2024-02-20$65.50/sh−440,000$28,820,000→ 716,953 total(indirect: By LLC) - Disposition to Issuer
Common Stock, $0.25 par value
2024-02-20$65.50/sh−950,000$62,225,000→ 523,400 total(indirect: By: Voss Value Master Fund, L.P.) - Disposition to Issuer
Common Stock, $0.25 par value
2024-02-20$65.50/sh−110,000$7,205,000→ 93,499 total(indirect: By: Voss Value-Oriented Special Situations Fund, L.P.) - Disposition to Issuer
Common Stock, $0.25 par value
2024-02-20−3,308→ 276 total
Voss Capital, LP
DirectorOther
Transactions
- Disposition to Issuer
Common Stock, $0.25 par value
2024-02-20$65.50/sh−440,000$28,820,000→ 716,953 total(indirect: By LLC) - Disposition to Issuer
Common Stock, $0.25 par value
2024-02-20$65.50/sh−950,000$62,225,000→ 523,400 total(indirect: By: Voss Value Master Fund, L.P.) - Disposition to Issuer
Common Stock, $0.25 par value
2024-02-20$65.50/sh−110,000$7,205,000→ 93,499 total(indirect: By: Voss Value-Oriented Special Situations Fund, L.P.) - Disposition to Issuer
Common Stock, $0.25 par value
2024-02-20−3,308→ 276 total
Footnotes (7)
- [F1]This Form 4 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.
- [F2]On February 20, 2024, Voss Value Master Fund, Voss Value-Oriented Special Situations Fund and certain accounts separately managed by Voss Capital (the "Voss Managed Accounts" and together with Voss Value Master Fund and Voss Value-Oriented Special Situations Fund, the "Selling Shareholders") entered into a stock purchase and cooperation agreement (the "Agreement") with the Issuer, pursuant to which the Issuer repurchased 1,500,000 Shares beneficially owned by the Selling Shareholders at a price of $65.50 per share, in a private transaction.
- [F3]Securities held in 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.
- [F4]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.
- [F5]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.
- [F6]In connection with the Agreement, Mr. Cocke resigned from the board of directors of the Issuer (the "Board") effective as of 9:30am ET on February 20, 2024. Represents 3,308 shares of restricted stock that were unvested and forfeited as of the date of Mr. Cocke's resignation from the Board.
- [F7]These securities were granted to Mr. Cocke, the managing member of Voss Capital and Voss GP, in connection with his service as a member of the Board. As a result of Mr. Cocke's agreement with Voss Capital to transfer the economic benefit, if any, received upon the sale of the securities reported herein as directly owned by Mr. Cocke to certain of the other Reporting Persons, each of the Reporting Persons may be deemed to have a pecuniary interest in such securities.
Documents
Issuer
GRIFFON CORP
CIK 0000050725
Entity typeother
Related Parties
1- filerCIK 0001798309
Filing Metadata
- Form type
- 4
- Filed
- Feb 21, 7:00 PM ET
- Accepted
- Feb 22, 5:00 PM ET
- Size
- 21.3 KB