Voss Capital Amends Griffon Corp. 13D Filing

TL;DR

**Voss Capital just updated its Griffon Corp. 13D, signaling continued activist pressure.**

AI Summary

Voss Capital, LLC filed an Amendment No. 4 to its Schedule 13D on February 22, 2024, regarding its ownership in Griffon Corporation. This filing updates previous disclosures, indicating continued activist interest in the company. Voss Capital, LLC, based in Houston, Texas, is the reporting entity for this amendment concerning Griffon Corporation's Common Stock, $0.25 par value.

Why It Matters

This amendment signals ongoing investor activism by Voss Capital, which could lead to strategic changes or increased shareholder value for Griffon Corporation.

Risk Assessment

Risk Level: medium — Activist investor involvement can introduce volatility and uncertainty, though it often aims for positive change.

Key Players & Entities

• Voss Capital, LLC (company) — Filing entity, activist investor
• Griffon Corporation (company) — Subject company of the filing
• Houston, Texas (location) — Business address of Voss Capital, LLC
• February 22, 2024 (date) — Date of filing
• $0.25 (dollar_amount) — Par value of Griffon Corporation Common Stock

FAQ

Key Financial Figures

• $0.25 — ation (Name of Issuer) Common Stock, $0.25 par value (Title of Class of Securiti
• $16,175,241 — Voss Value Master Fund is approximately $16,175,241, including brokerage commissions. The a
• $2,897,860 — pecial Situations Fund is approximately $2,897,860, including brokerage commissions. The a
• $24,470,073 — Voss Managed Accounts is approximately $24,470,073, including brokerage commissions. Mr.
• $65 — ction. The purchase price per Share was $65.50, for an aggregate purchase price of
• $98,250,000 — .50, for an aggregate purchase price of $98,250,000, and represented a 3.7% discount from t
• $68.04 — ented a 3.7% discount from the price of $68.04 of the Shares at the close of trading o

Filing Documents

• sc13da410925008_02222024.htm (SC 13D/A) — 162KB
• 0000921895-24-000531.txt ( ) — 163KB

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration .

is hereby amended

Item 3 is hereby amended and restated to read as follows: The Shares purchased by each of Voss Value Master Fund, Voss Value-Oriented Special Situations Fund and the Voss Managed Accounts were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market transactions. The aggregate purchase price of the 523,400 Shares beneficially owned directly by Voss Value Master Fund is approximately $16,175,241, including brokerage commissions. The aggregate purchase price of the 93,499 Shares beneficially owned by Voss Value-Oriented Special Situations Fund is approximately $2,897,860, including brokerage commissions. The aggregate purchase price of the 716,953 Shares held in the Voss Managed Accounts is approximately $24,470,073, including brokerage commissions. Mr. Cocke acquired 276 Shares in connection with his prior service as a director of the Issuer.

Purpose of Transaction

Item 4. Purpose of Transaction .

is hereby amended

Item 4 is hereby amended to add the following: On February 20, 2024, Voss Value Master Fund, Voss Value-Oriented Special Situations Fund and the Voss Managed Accounts (collectively, 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 in a private transaction. The purchase price per Share was $65.50, for an aggregate purchase price of $98,250,000, and represented a 3.7% discount from the price of $68.04 of the Shares at the close of trading on February 16, 2024. Pursuant to the Agreement, Mr. Cocke resigned as a member of the Board, effective at 9:30 AM EST on February 20, 2024. The repurchase of the Shares pursuant to the Agreement was consummated under the Board-authorized share repurchase program, and the repurchased shares will be held in treasury. The Audit Committee of the Board, comprised solely of independent directors not affiliated with the Selling Shareholders, approved the transactions contemplated by the Agreement. Pursuant to the Agreement, the Reporting Persons have agreed to abide by certain customary standstill restrictions and a mutual non-disparagement provision, which are effective for the two-year period beginning on the date of the Agreement (the “Standstill Period”), and have committed to vote (i) in favor of each director nominated and recommended by the Board for election, (ii) against any nominees for director that are not approved and recommended by the Board, (iii) against any proposals or resolutions to remove any member of the Board and (iv) in accordance with recommendations by the Board on all other proposals or business that may be the subject of shareholder action, in each case at the Company’s 2024 Annual Meeting of Shareholders, subject to certain exceptions. The Agreement also grants the Issuer a right of first offer

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer . Items 5(a)-(c) and (e) are hereby amended and restated to read as follows: The aggregate percentage of Shares reported owned by each person named herein is based upon 50,946,212 Shares outstanding, as of January 31, 2024, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on February 7, 2024. A. Voss Value Master Fund (a) As of the date hereof, Voss Value Master Fund beneficially owned 523,400 Shares. Percentage: Approximately 1.0% (b) 1. Sole power to vote or direct vote: 523,400 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 523,400 4. Shared power to dispose or direct the disposition: 0 (c) Other than in connection with the Agreement described in Item 4 above, Voss Value Master Fund has not entered into any transactions in the Shares during the past 60 days. B. Voss Value-Oriented Special Situations Fund (a) As of the date hereof, Voss Value-Oriented Special Situations Fund beneficially owned 93,499 Shares. Percentage: Less than 1% (b) 1. Sole power to vote or direct vote: 93,499 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 93,499 4. Shared power to dispose or direct the disposition: 0 (c) Other than in connection with the Agreement described in Item 4 above, Voss Value-Oriented Special Situations Fund has not entered into any transactions in the Shares during the past 60 days. C. Voss GP (a) Voss GP, as the general partner of each of Voss Value Master Fund and Voss Value-Oriented Special Situations Fund, may be deemed the beneficial owner of the (i) 523,400 Shares owned by Voss Value Master Fund and (ii) 93,499 Shares owned by Voss Value-Oriented Special Situations Fund. Percentage: Approximately 1.2% 8 CUSIP No. 398433102 (b) 1. Sole power to vote or direct vote: 616,899 2. S

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer .

is hereby amended

Item 6 is hereby amended to add the following: On February 20, 2024, the Selling Shareholders and the Issuer entered into the Agreement (as defined and described in Item 4), which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits .

is hereby amended

Item 7 is hereby amended to add the following exhibits: 99.1 Agreement, dated February 20, 2024 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Issuer on February 20, 2024). 10 CUSIP No. 398433102

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: February 22, 2024 VOSS VALUE MASTER FUND, L.P. By: Voss Advisors GP, LLC General Partner By: /s/ Travis W. Cocke Name: Travis W. Cocke Title: Managing Member VOSS VALUE-ORIENTED SPECIAL SITUATIONS FUND, L.P. By: Voss Advisors GP, LP General Partner By: /s/ Travis W. Cocke Name: Travis W. Cocke Title: Managing Member VOSS ADVISORS GP, LLC By: /s/ Travis W. Cocke Name: Travis W. Cocke Title: Managing Member VOSS CAPITAL, LLC By: /s/ Travis W. Cocke Name: Travis W. Cocke Title: Managing Member 11

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