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Schedule 13D/A

Filed by: GOLDMAN SACHS GROUP INC
Total Shares: 5,844,652
Subject Company: Griffon Corp. - View Complete Ownership History Backtest
Filed as of Date: 08/10/2017
Event Date: 08/08/2017
Overall % Ownership: 12.4

Reporting Persons

Name Sole
Voting Power
Shared
Voting Power
Sole
Dispositive Power
Shared
Dispositive Power
Aggregate
Amount Owned
Percent
of class
The Goldman Sachs Group, Inc 27,820 5,816,832 27,820 5,816,832 5,844,652 12.4%
Goldman Sachs & Co LLC 0 5,816,832 0 5,816,832 5,816,832 12.3%
GS Direct, LLC 0 5,555,556 0 5,555,556 5,555,556 11.8%

Raw Filing Contents

0000895345-17-000272.txt : 20170810

0000895345-17-000272.hdr.sgml : 20170810
20170810171940
ACCESSION NUMBER:		0000895345-17-000272
CONFORMED SUBMISSION TYPE:	SC 13D/A
PUBLIC DOCUMENT COUNT:		2
FILED AS OF DATE:		20170810
DATE AS OF CHANGE:		20170810
GROUP MEMBERS:		GOLDMAN, SACHS & CO. LLC
GROUP MEMBERS:		GS DIRECT, L.L.C.

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			GRIFFON CORP
		CENTRAL INDEX KEY:			0000050725
		STANDARD INDUSTRIAL CLASSIFICATION:	METAL DOORS, SASH, FRAMES, MOLDING & TRIM [3442]
		IRS NUMBER:				111893410
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0930

	FILING VALUES:
		FORM TYPE:		SC 13D/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-33308
		FILM NUMBER:		171022311

	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

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			GOLDMAN SACHS GROUP INC
		CENTRAL INDEX KEY:			0000886982
		STANDARD INDUSTRIAL CLASSIFICATION:	SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211]
		IRS NUMBER:				134019460
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13D/A

	BUSINESS ADDRESS:	
		STREET 1:		200 WEST STREET
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10282
		BUSINESS PHONE:		2129021000

	MAIL ADDRESS:	
		STREET 1:		200 WEST STREET
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10282

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	GOLDMAN SACHS GROUP INC/
		DATE OF NAME CHANGE:	20010104

SC 13D/A 1 rs13da6-griffon_gsgroup.htm

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

The Goldman Sachs Group, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)

AF; OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER
27,820
8 SHARED VOTING POWER

5,816,832
9 SOLE DISPOSITIVE POWER

27,820
10 SHARED DISPOSITIVE POWER
5,816,832
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

5,844,652
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

12.4%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

HC-CO
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Goldman Sachs & Co. LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)

AF; WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER
0
8 SHARED VOTING POWER

5,816,832
9 SOLE DISPOSITIVE POWER

0
10 SHARED DISPOSITIVE POWER
5,816,832
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

5,816,832
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

12.3%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

BD-IA
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

GS Direct, L.L.C.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)

WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER
0
8 SHARED VOTING POWER

5,555,556
9 SOLE DISPOSITIVE POWER

0
10 SHARED DISPOSITIVE POWER

5,555,556
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

5,555,556
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

11.8%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO

This Amendment No. 6 (“Amendment No. 6”) supplements and amends certain information in the Schedule 13D filed on October 9, 2008, as amended by Amendment No. 1 filed on November 18, 2013, Amendment No. 2 filed on December 13, 2013, Amendment No. 3 filed on November 14, 2014, Amendment No. 4 filed on July 19, 2016 and Amendment No. 5 filed on November 21, 2016 (the “Amended 13D” and, together with this Amendment No. 6, the “Schedule 13D”), on behalf of The Goldman Sachs Group, Inc. (“GS Group”), Goldman Sachs & Co. LLC (“Goldman Sachs”) and GS Direct, L.L.C. (“GS Direct” and together with GS Group and Goldman Sachs, the “Reporting Persons”).1

Except as set forth below, all Items of this Schedule 13D remain unchanged. All capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 13D.

Item 2 of the Amended 13D is hereby amended by replacing in their entirety Schedules I, II-A, II-B and III, incorporated therein by reference, with Schedules I, II-A, II-B and III, hereto, respectively, which Schedules I, II-A, II-B and III are incorporated herein by reference.

Item 4 of the Amended 13D is hereby amended and supplemented by adding the following information:

On August 8, 2017, Broad Street Principal Investments, L.L.C. (“BSPI”), an affiliate of the Reporting Persons, and the Issuer extended the term of a Confidentiality Agreement (“Confidentiality Agreement”) until August 8, 2019. Under the Confidentiality Agreement, BSPI and the Issuer agreed, among other things, to a customary non-disclosure agreement governing the exchange of confidential information. The Confidentiality Agreement previously had a termination date of July 15, 2018.

On August 8, 2017, BSPI and the Issuer entered into another Standstill Agreement (the “Second Standstill Agreement”). Under the Second Standstill Agreement, BSPI and the Issuer agreed, among other things, to a “standstill provision” in which neither BSPI nor certain of its representatives will, without approval from the Issuer, until August 8, 2018, seek to acquire any of the Issuer’s securities, a substantial portion of the Issuer’s assets or otherwise seek to control or influence management of the Issuer, or the Issuer’s board of directors, or assist or encourage any third parties to do the same. The foregoing description of the Second Standstill Agreement is qualified in its entirety by reference to the full text of the Second Standstill Agreement, which is attached as Exhibit 1 hereto.

Item 5 of the Amended 13D is hereby amended and restated in its entirety as follows:

(a) All calculations of percentage ownership of the Common Stock set forth in this Schedule 13D are based upon a total of 47,256,659 shares of Common Stock outstanding as of July 31, 2017 as disclosed in the Issuer’s quarterly report on Form 10-Q for the quarter ended June 30, 2017 (the “10-Q”).

As of the close of business on August 8, 2017 GS Group may be deemed to have beneficially owned 5,844,652 shares of Common Stock in the aggregate, consisting of (i) 6,877 shares of Common Stock beneficially owned directly by GS Group, (ii) 20,943 shares of Common Stock, consisting of 3,700 shares of Common Stock granted to Bradley J. Gross, a managing director of Goldman Sachs, in his capacity as a director of the Issuer pursuant to the Issuer’s 2016 Equity Incentive Plan, 15,366 shares of Common Stock granted to Mr. Gross in his capacity as a director of the Issuer pursuant to the Issuer’s 2011 Equity Incentive Plan and 1,877 shares of Common Stock granted to Mr. Gross pursuant to the Issuer’s Outside Director Stock Award Plan, (iii) 5,555,556 shares of Common Stock beneficially owned indirectly by GS Group that were purchased by GS Direct pursuant to the Investment Agreement on the Closing Date as described in this Schedule 13D and (iv) 261,276 shares of Common Stock acquired by Goldman Sachs or another wholly-owned broker or dealer subsidiary of GS Group in ordinary course trading activities, representing in the aggregate approximately 12.4% of the shares of Common Stock deemed to be outstanding (as calculated as described above based on the shares reported to be outstanding as of July 31, 2017 as disclosed in the Issuer’s 10-Q).

As of the close of business on August 8, 2017, Goldman Sachs may be deemed to have beneficially owned 5,816,832 shares of Common Stock in the aggregate, consisting of (i) 5,555,556 shares of Common Stock beneficially owned indirectly by Goldman Sachs that were purchased by GS Direct pursuant to the Investment Agreement on the Closing Date as described in this Schedule 13D and (ii) 261,276 shares of Common Stock acquired by Goldman Sachs or another wholly-owned broker or dealer subsidiary of GS Group in ordinary course trading activities, representing in the aggregate approximately 12.3% of the shares of Common Stock deemed to be outstanding (as calculated as described above based on the shares reported to be outstanding as of July 31, 2017 as disclosed in the Issuer’s 10-Q).

As of the close of business on August 8, 2017, GS Direct may be deemed to have beneficially owned 5,555,556 shares of Common Stock that were purchased by GS Direct pursuant to the Investment Agreement on the Closing Date as described in this Schedule 13D, representing approximately 11.8% of the shares of Common Stock deemed to be outstanding (as calculated as described above based on the shares reported to be outstanding as of July 31, 2017 as disclosed in the Issuer’s 10-Q, net of the shares repurchased by the Issuer pursuant to the Repurchase Transaction).

In accordance with Securities and Exchange Commission Release No...


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