GIBRALTAR INDUSTRIES, INC. — Director's Dealing 2010

Jan 5, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GIBRALTAR INDUSTRIES, INC. (ROCK)
CIK: 0000912562
Period of Report: 2009-12-31

Reporting Person: RUSS ARTHUR A JR (Director, Trustee)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-12-31	Restricted Stock Unit (MSPP)	$0	A	1432.66	Acquired		Common Stock (1432.66)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3200	Direct
Common Stock (Restricted)	12375	Direct
Common Stock	2300	Indirect
Common Stock	28267	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Unit (MSPP Match)	$		Common Stock (4186.35)	4186.35	Direct

Footnotes

F1: Includes 4,000 shares of restricted stock. Restrictions lapse at the earlier to occur of the lapse of the six (6) month period after the Reporting Person no longer serves on the Board of Directors of the Company, his death, or disability.

F2: Represents shares of common stock held by a trust created under the Last Will and Testament of Kenneth E. Lipke for the benefit of Patricia K. Lipke, of which Reporting Person serves as one of three trustees and shares voting and investment power and as to which shares Reporting Person disclaims beneficial ownership.

F3: Represents restricted stock units allocated to Reporting Person pursuant to the Company's Management Stock Purchase Plan reflecting deferral of director meeting fees.

F4: Restricted stock units are payable solely in cash in five (5) consecutive, substantially equal annual installments beginning six (6) months following termination of service as a member of the Company's Board of Directors. Each restricted stock unit is converted to cash in an amount equal to the fair market value (200 day rolling average) of one share of the Company's common stock on the date of termination of the Reporting Person's service as a director of the Company.

F5: Represents matching restricted stock units allocated to the Reporting Person pursuant to the Company's Management Stock Purchase Plan equal in number to restricted stock units allocated to reflect the Reporting Person's deferral of a portion of his annual director retainer fee.

F6: Restricted stock units are forfeited if Reporting Person's service as a member of the Company's Board of Directors is terminated prior to age sixty (60). If service as a member of the Company's Board of Directors continues through age sixty (60), restricted stock units are payable solely in cash in five (5) consecutive, substantially equal annual installments beginning six (6) months following termination of service. Each restricted stock unit is converted to cash in an amount equal to the fair market value (200 day rolling average) of one share of the Company's common stock on the date of termination of the Reporting Person's service as a director of the Company.