GIBRALTAR INDUSTRIES, INC. — Director's Dealing 2012

Jan 9, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GIBRALTAR INDUSTRIES, INC. (ROCK)
CIK: 0000912562
Period of Report: 2012-01-05

Reporting Person: KORNBREKKE HENNING (President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-01-05	Common Stock	A	33333.0000	$0.0000	Acquired	258737.0000	Direct
2012-01-05	Common Stock	D	11267.0000	$0.0000	Disposed	247470.0000	Direct
2012-01-05	Restricted Stock Unit (Retention RSUs 01/05/2009)	D	33333.0000	$0.0000	Disposed	0.0000	Direct

Holdings (Non-Derivative)

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

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Performance Units	$		Common Stock (200710.0000)	200710.0000	Direct
Restricted Stock Unit (MSPP Match)	$		Common Stock (90334.3200)	90334.3200	Direct
Restricted Stock Unit (MSPP)	$		Common Stock (104499.6800)	104499.6800	Direct

Footnotes

F1: Represents shares of common stock issued upon conversion of restricted stock units awarded to the Reporting Person on January 5, 2009 upon the vesting of such restricted stock units. The Company retained 11,267 of the 33,333 shares of common stock in satisfaction of the of the Reporting Person's individual minimum statutory withholding obligation at a price per share determined as of the vesting date.

F2: Represents common stock retained by the Company in satisfaction of the Reporting Person's individual minimum statutory withholding obligation at a price per share determined as of the vesting date. Such disposition to the Company is in connection with the conversion of restricted stock units awarded on January 5, 2009 to the Reporting Person upon vesting of such restricted stock units.

F3: Represents conversion to common stock of restricted stock units awarded as part of an incentive plan for the Reporting Person to remain in the employ of the Company. Thirty-three and one-third percent (33 1/3%) of the total units awarded vested and are payable, solely in shares of common stock of the Company, on January 5, 2012.

F4: Represents restricted stock units awarded as an incentive for the Reporting Person to remain in the employ of the Company. Thirty-three and one-third percent (33 1/3%) of 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.

F5: 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 (66 1/2).

F6: 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.

F7: 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.

F8: 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.

F9: 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.

F10: 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.

F11: 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.