GIBRALTAR INDUSTRIES, INC. — Director's Dealing 2011

Apr 29, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GIBRALTAR INDUSTRIES, INC. (ROCK)
CIK: 0000912562
Period of Report: 2011-04-27

Reporting Person: Heasley Timothy J (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-04-27	Common Stock	A	393.0000	$0.0000	Acquired	6367.0000	Direct
2011-04-27	Restricted Stock Unit (LTIP 04/27/2007)	D	595.0000	$0.0000	Disposed	0.0000	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Restricted Stock Unit (LTIP 01/02/2008)	766.0000	Direct
Restricted Stock Unit (LTIP 01/03/2011	4646.0000	Direct
Restricted Stock Unit (LTIP 01/04/2010)	3177.0000	Direct
Restricted Stock Unit (LTIP 01/05/2009)	1930.0000	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Performance Units	$		Common Stock (45000.0000)	45000.0000	Direct

Footnotes

F1: Represents common stock acquired upon the conversion of restricted stock units awarded to the Reporting Person upon the vesting of such restricted stock units. The Company retained 202 of the 595 shares of common stock issuable to the Reporting Person in satisfaction of the Reporting Person's individual minimum statutory tax withholding obligation at a price per share determined as of the vesting date.

F2: Represents restricted stock units awarded as part of the Company's Long Term Incentive Plan. Twenty-five percent (25%) of total units awarded vest and are payable, solely in shares of common stock of the Company, on each anniversary of the April 27, 2007 award date.

F3: Represents restricted stock units awarded as part of Company's Long Term Incentive Plan. Twenty-five percent (25%) of total units awarded vest and are payable solely in shares of common stock of the Company on each anniversary of the January 2, 2008 award date.

F4: Represents restricted stock units awarded as part of the Company's Long Term Incentive Plan. Twenty-five percent (25%) of the total units awarded vest and are payable, solely in shares of common stock of the Company, on January 3, 2011 and on each January 3rd thereafter through January 3, 2015.

F5: Represents restricted stock units awarded as part of the Company's Long Term Incentive Plan. Twenty-five percent (25%) of the total units awarded vest and are payable, solely in shares of common stock of the Company, on each anniversary of the January 4, 2010 award date.

F6: Represents restricted stock units awarded as part of the Company's Long Term Incentive Plan. Twenty-five percent (25%) of the total units awarded vest and are payable, solely in shares of common stock of the Company, on each anniversary of the January 5, 2009 award date.

F7: Represents Performance Units which will be awarded to the Reporting Person under the Company's Equity Stock Incentive Plan upon achievement of the targeted total shareholder return for each of three (3) consecutive calendar years. The maximum number of Performance Units which may be earned is two hundred percent (200%) of the Performance Units awarded for target level performance and the minimum number of Performance Units which may be earned is zero (0) Performance Units.

F8: Performance Units are paid at the end of the three (3) consecutive calendar year performance period established under the award or, if earlier, upon death, disability or retirement. Performance Units are forfeited if employment is terminated before the end of the three (3) consecutive calender year performance period for reasons other than death, disability or retirement. Performance Units are payable solely in cash in an amount equal to the ninety (90) day trailing average price of one (1) share of the Company's common stock determined as of the end of the three (3) consecutive calendar year performance period or, if applicable, death, disability or retirement.