UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT 2)*
Griffon Corp.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
398433102
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(CUSIP Number)
10/31/2008
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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 the
disclosures provided in a prior cover page.
The information required in 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).
CUSIP No. 398433102
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Dimensional Fund Advisors LP (Tax ID: 30-0447847)
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b) X
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware Limited Partnership
5. Sole Voting Power
Number of Shares 3,509,461 **see Note 1**
Beneficially
Owned by 6. Shared Voting Power
Each Reporting None
Person With
7. Sole Dispositive Power
3,509,461 **see Note 1**
8. Shared Dispositive Power
None
9. Aggregate Amount Beneficially Owned by Each Reporting Person
3,509,461 **see Note 1**
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
N/A
11. Percent of Class Represented by Amount in Row (9)
5.94%
12. Type of Reporting Person (See Instructions)
IA
Item 1.
(a) Name of Issuer
Griffon Corp.
(b) Address of Issuer's Principal Executive Offices
100 Jericho Quadrangle
Jericho, NY 11753
Item 2.
(a) Name of Person Filing
Dimensional Fund Advisors LP
(b) Address of Principal Business Office, or if none, Residence
1299 Ocean Avenue, Santa Monica, CA 90401
(c) Citizenship
Delaware Limited Partnership
(d) Title of Class of Securities
Common Stock
(e) CUSIP Number
398433102
Item 3. If this statement is filed pursuant to Sec. 240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under section 15 of the Act
(15 U.S.C. 78o).
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) [ ] Insurance company as defined in section 3(a)(19) of the Act (15
U.S.C. 78c).
(d) [ ] Investment company registered under section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8).
(e) [X] An investment adviser in accordance with Sec. 240.13d-1(b)
(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with
Sec. 240.13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance with
Sec. 240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings associations as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3);
(j) [ ] Group, in accordance with Sec. 240.13d-1(b)(1)(ii)(J).
Item 4. Ownership
Provide the following information regarding the aggregate number and percentage
of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned: 3,509,461 **see Note 1**
(b) Percent of class: 5.94%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote
3,509,461 **see Note 1**
(ii) Shared power to vote or to direct the vote
None
(iii) Sole power to dispose or to direct the disposition of
3,509,461 **see Note 1**
(iv) Shared power to dispose or to direct the disposition of
None
** Note 1 ** Dimensional Fund Advisors LP (formerly, Dimensional Fund
Advisors Inc.) ("Dimensional"), an investment advisor registered under
Section 203 of the Investment Advisors Act of 1940, furnishes investment
advice to four investment companies registered under the Investment Company
Act of 1940, and serves as investment manager to certain other commingled
group trusts and separate accounts. These investment companies, trusts and
accounts are the "Funds." In its role as investment advisor or manager,
Dimensional possesses voting and/or investment power over the securities
of the Issuer described in this schedule that are owned by the Funds, and may be
deemed to be the beneficial owner of the shares of the Issuer held by the
Funds. However, all securities reported in this schedule are owned by the Funds.
Dimensional disclaims beneficial ownership of such securities. In
addition, the filing of this Schedule 13G shall not be construed as an admission
that the reporting person or any of its affiliates is the beneficial owner of
any securities covered by this Schedule 13G for any other purposes than Section
13(d) of the Securities Exchange Act of 1934.
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof
the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following [ ].
N/A
Item 6. Ownership of More Than Five Percent on Behalf of Another Person
The Funds described in Note 1 above have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, the
securities held in their respective accounts. To the knowledge of Dimensional
Fund Advisors LP, the interest of any one such Fund does not exceed 5% of the
class of securities. Dimensional Fund Advisors LP disclaims beneficial
ownership of all such securities.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company or Control
Person.
N/A
Item 8. Identification and Classification of Members of the Group
N/A
Item 9. Notice of Dissolution of Group
N/A
Item 10. Certification
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired and are held in the ordinary
course of business and were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer
of the securities and were not acquired and are not held in connection with
or as a participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
November 10, 2008
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Date
/s/ Christopher Crossan
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Signature
Chief Compliance Officer
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Name/Title