GIBRALTAR INDUSTRIES, INC. — Director's Dealing 2011

Jan 26, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GIBRALTAR INDUSTRIES, INC. (ROCK)
CIK: 0000912562
Period of Report: 2011-01-24

Reporting Person: COLOMBO WILLIAM J (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-01-24	Common Stock	J	6000.0000	—	Acquired	6000.0000	Direct
2011-01-24	Common Stock (Restricted)	J	6000.0000	—	Disposed	9000.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-01-24	Restricted Stock Unit (MSPP Match)	$	A	2177.8600	Acquired		Common Stock (2177.8600)	Direct
2011-01-24	Restricted Stock Unit (MSPP)	$	A	2631.5800	Acquired		Common Stock (2631.5800)	Direct

Footnotes

F1: Reported to distinguish unrestricted shares from restricted shares with unrestricted shares being comprised of (a) 4,000 shares of which the Reporting Person has owned outright since June 20, 2005; (b) May 22, 2009 lapse of restrictions on 1,000 shares of Restricted Stock acquired on May 22, 2006 and (c) May 25, 2010 lapse of restrictions on 1,000 shares of Restricted Stock acquired May 25, 2007.

F2: Restrictions on 6,000 shares of restricted stock lapse on the earliest to occur of (i) 6 months following the date the Reporting Person on longer serves on the Board of Directors; (ii) the date of the Reporting Person's death; (iii) the date the Reporting Person suffers from a disability; and/or (iv) the date a change in control of the Company occurs. Restrictions on the remaining 3,000 shares of restricted stock lapse on the earliest to occur of (a) any of the foregoing (i) through (iv) above; and/or (b) 3 years following the grant date, of which 1,000 were granted on May 16, 2008, 1,000 were granted on May 19, 2009 and 1,000 were granted on May 7, 2010.

F3: 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 his annual director retainer fee.

F4: 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.

F5: Represents restricted stock units allocated to Reporting Person pursuant to the Company's Management Stock Purchase Plan reflecting deferred annual director fees.

F6: 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.