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