GIBRALTAR INDUSTRIES, INC. — Director's Dealing 2012

Mar 13, 2012

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: GIBRALTAR INDUSTRIES, INC. (ROCK)
CIK: 0000912562
Period of Report: 2012-12-31

Reporting Person: KORNBREKKE HENNING (President)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-24	Restricted Stock Unit (MSPP Match)	$	A	37839.7500	Acquired		Common Stock (37839.7500)	Direct
2012-02-24	Restricted Stock Unit (MSPP)	$	A	50453.0000	Acquired		Common Stock (50453.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	247470.0000	Direct
Restricted Stock Unit (Retirement Supplement)	45000.0000	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Performance Units	$		Common Stock (50710.0000)	50710.0000	Direct

Footnotes

F1: Represents restricted stock units awarded as a supplemental retirement benefit that vest and are payable solely in shares of common stock of the Company six (6) months following the Reporting Person's retirement at or after age sixty-one and one-half (61 and 1/2).

F2: Represents restricted stock units allocated to the Reporting Person pursuant to the Company's Management Stock Purchase Plan to match restricted stock units allocated through deferral by Reporting Person of a portion of annual incentive compensation award.

F3: Restricted stock units are forfeited if employment is terminated prior to age sixty (60). If employment 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 employment. 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 the Reporting Person's employment is terminated.

F4: A recent audit of the records of the Reporting Person disclosed that through an inadvertent administrative error, arising in connection with a deferral by the Reporting Person of his annual incentive compensation for 2011, a form 4 was not filed in connection with a February 24, 2012 grant of 37,839.75 Restricted Stock Units.

F5: Represents restricted stock units allocated to Reporting Person pursuant to the Company's Management Stock Purchase Plan reflecting Reporting Person's deferral of a portion of his annual incentive compensation award.

F6: Restricted stock units are payable solely in cash in five (5) consecutive, substantially equal annual installments beginning six (6) months following termination of employment. 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 the Reporting Person's employment is terminated.

F7: A recent audit of the records of the Reporting Person disclosed that through an inadvertent administrative error, arising in connection with a deferral by the Reporting Person of his annual incentive compensation for 2011, a form 4 was not filed in connection with a February 24, 2012 grant of 50,453 Restricted Stock Units.

F8: 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 a designated performance period. 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.

F9: Performance Units vest and are paid at the end of the three (3) consecutive calendar year period ending December 31, 2014 or, if earlier, upon death, disability or retirement. Performance Units are forfeited if employment is terminated before December 31, 2014 for reasons other than death, disability or retirement or by the Company without cause. 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 December 31, 2014 or, if applicable, death, disability or retirement.