0000921895-24-000532.txt : 20240222
0000921895-24-000532.hdr.sgml : 20240222
20240222170039
ACCESSION NUMBER: 0000921895-24-000532
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20240220
FILED AS OF DATE: 20240222
DATE AS OF CHANGE: 20240222
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Voss Advisors GP, LLC
CENTRAL INDEX KEY: 0001798309
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-06620
FILM NUMBER: 24665848
BUSINESS ADDRESS:
STREET 1: 3773 RICHMOND AVENUE, SUITE 500
CITY: HOUSTON
STATE: TX
ZIP: 77046
BUSINESS PHONE: 832-519-9427
MAIL ADDRESS:
STREET 1: 3773 RICHMOND AVENUE, SUITE 500
CITY: HOUSTON
STATE: TX
ZIP: 77046
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Voss Capital, LLC
CENTRAL INDEX KEY: 0001730145
ORGANIZATION NAME:
STATE OF INCORPORATION: TX
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-06620
FILM NUMBER: 24665847
BUSINESS ADDRESS:
STREET 1: 3773 RICHMOND AVENUE
STREET 2: SUITE 500
CITY: HOUSTON
STATE: TX
ZIP: 77046
BUSINESS PHONE: 8325199427
MAIL ADDRESS:
STREET 1: 3773 RICHMOND AVENUE
STREET 2: SUITE 500
CITY: HOUSTON
STATE: TX
ZIP: 77046
FORMER NAME:
FORMER CONFORMED NAME: Voss Capital LLC
DATE OF NAME CHANGE: 20180201
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Voss Value Master Fund, LP
CENTRAL INDEX KEY: 0001969435
ORGANIZATION NAME:
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-06620
FILM NUMBER: 24665850
BUSINESS ADDRESS:
STREET 1: 3773 RICHMOND AVENUE, SUITE 500
CITY: HOUSTON
STATE: TX
ZIP: 77046
BUSINESS PHONE: (832) 519-9427
MAIL ADDRESS:
STREET 1: 3773 RICHMOND AVENUE, SUITE 500
CITY: HOUSTON
STATE: TX
ZIP: 77046
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Cocke Travis W.
CENTRAL INDEX KEY: 0001798383
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-06620
FILM NUMBER: 24665851
MAIL ADDRESS:
STREET 1: 3773 RICHMOND AVENUE, SUITE 500
CITY: HOUSTON
STATE: TX
ZIP: 77046
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Voss Value-Oriented Special Situations Fund, LP
CENTRAL INDEX KEY: 0001863498
ORGANIZATION NAME:
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-06620
FILM NUMBER: 24665849
BUSINESS ADDRESS:
STREET 1: 3773 RICHMOND AVENUE
STREET 2: SUITE 500
CITY: HOUSTON
STATE: TX
ZIP: 77046
BUSINESS PHONE: 832-519-9427
MAIL ADDRESS:
STREET 1: 3773 RICHMOND AVENUE
STREET 2: SUITE 500
CITY: HOUSTON
STATE: TX
ZIP: 77046
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: GRIFFON CORP
CENTRAL INDEX KEY: 0000050725
STANDARD INDUSTRIAL CLASSIFICATION: METAL DOORS, SASH, FRAMES, MOLDING & TRIM [3442]
ORGANIZATION NAME: 04 Manufacturing
IRS NUMBER: 111893410
STATE OF INCORPORATION: DE
FISCAL YEAR END: 0930
BUSINESS ADDRESS:
STREET 1: 712 FIFTH AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10019
BUSINESS PHONE: 2129575000
MAIL ADDRESS:
STREET 1: 712 FIFTH AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10019
FORMER COMPANY:
FORMER CONFORMED NAME: INSTRUMENT SYSTEMS CORP /DE/
DATE OF NAME CHANGE: 19920703
4
1
form410925008_02222024.xml
OWNERSHIP DOCUMENT
X0508
4
2024-02-20
1
0000050725
GRIFFON CORP
GFF
0001798383
Cocke Travis W.
3773 RICHMOND AVENUE, SUITE 500
HOUSTON
TX
77046
1
0
0
1
See Remarks
0001969435
Voss Value Master Fund, LP
3773 RICHMOND AVENUE, SUITE 500
HOUSTON
TX
77046
1
0
0
1
See Remarks
0001863498
Voss Value-Oriented Special Situations Fund, LP
3773 RICHMOND AVENUE
SUITE 500
HOUSTON
TX
77046
1
0
0
1
See Remarks
0001798309
Voss Advisors GP, LLC
3773 RICHMOND AVENUE, SUITE 500
HOUSTON
TX
77046
1
0
0
1
See Remarks
0001730145
Voss Capital, LLC
3773 RICHMOND AVENUE
SUITE 500
HOUSTON
TX
77046
1
0
0
1
See Remarks
0
Common Stock, $0.25 par value
2024-02-20
4
D
0
440000
65.50
D
716953
I
By: Managed Accounts of Voss Capital, LLC
Common Stock, $0.25 par value
2024-02-20
4
D
0
950000
65.50
D
523400
I
By: Voss Value Master Fund, L.P.
Common Stock, $0.25 par value
2024-02-20
4
D
0
110000
65.50
D
93499
I
By: Voss Value-Oriented Special Situations Fund, L.P.
Common Stock, $0.25 par value
2024-02-20
4
D
0
3308
0
D
276
D
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.
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.
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.
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.
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.
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.
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.
Mr. Cocke was previously 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 have previously been deemed a director by deputization by virtue of Mr. Cocke's service on the Board of Directors of the Issuer. Upon Mr. Cocke's resignation from the Board, the Reporting Persons will no longer be subject to Section 16.
/s/ Travis W. Cocke
2024-02-22
Voss Value Master Fund, L.P.; By: Voss Advisors GP, LLC; By: /s/ Travis W. Cocke
2024-02-22
Voss Value-Oriented Special Situations Fund, L.P.; By: Voss Advisors GP, LLC; By: /s/ Travis W. Cocke
2024-02-22
Voss Advisors GP, LLC; By: /s/ Travis W. Cocke
2024-02-22
Voss Capital, LLC; By: /s/ Travis W. Cocke
2024-02-22