GIBRALTAR INDUSTRIES, INC. — Director's Dealing 2012

Jan 5, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GIBRALTAR INDUSTRIES, INC. (ROCK)
CIK: 0000912562
Period of Report: 2012-01-03

Reporting Person: LIPKE BRIAN J (Director, Chairman and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-01-03	Common Stock	A	15412.0000	$0.0000	Acquired	194176.0000	Direct
2012-01-03	Common Stock	A	12801.0000	$0.0000	Acquired	206977.0000	Direct
2012-01-03	Common Stock	D	4573.0000	$0.0000	Disposed	202404.0000	Direct
2012-01-03	Common Stock	D	5210.0000	$0.0000	Disposed	197194.0000	Direct
2012-01-03	Restricted Stock Unit (LTIP 01/02/2008)	D	12801.0000	$0.0000	Disposed	0.0000	Direct
2012-01-03	Restricted Stock Unit (LTIP 01/03/2011	D	15412.0000	$0.0000	Disposed	46238.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-01-03	Performance Units	$	A	57955.0000	Acquired		Common Stock (57955.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Restricted Stock Unit (LTIP 01/05/2009)	32904.0000	Direct
Restricted Stock Unit (Retirement Supplement)	150000.0000	Direct
Common Stock	896040.0000	Indirect
Common Stock	3900.0000	Indirect
Common Stock	3900.0000	Indirect
Common Stock	9650.0000	Indirect
Common Stock	9407.0000	Indirect
Common Stock	8909.0000	Indirect
Common Stock	1275.0000	Indirect
Common Stock	1275.0000	Indirect
Common Stock	1550.0000	Indirect
Common Stock	5235.4700	Indirect
Common Stock	2077.0000	Indirect
Common Stock	10507.0000	Indirect
Common Stock	5220.0000	Indirect
Common Stock	91320.0000	Indirect
Common Stock	45000.0000	Indirect
Common Stock	1550.0000	Indirect
Common Stock	2100.0000	Indirect
Common Stock	146900.0000	Indirect
Common Stock	28267.0000	Indirect

Footnotes

F1: Represents shares of common stock issued upon conversion of restricted stock units awarded to the Reporting Person on January 3, 2011, upon the vesting of such restricted stock units. The Company retained 5,210 of the 15,412 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 shares of common stock issued upon conversion of restricted stock units awarded to the Reporting Person on January 2, 2008, upon the vesting of such restricted stock units. The Company retained 4,573 of the 12,801 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.

F3: 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 2, 2008 to the Reporting Person upon vesting of such restricted stock units.

F4: 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 3, 2011 to the Reporting Person upon vesting of such restricted stock units.

F5: Represents conversion to common stock of restricted stock units awarded as part of the Company's Long Term Incentive Plan. Twenty-five percent (25%) of the total units awarded vested and are payable, solely in shares of common stock of the Company, on January 3, 2012.

F6: 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.

F7: 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, 2012 and on each January 3rd thereafter through January 3, 2015.

F8: 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.

F9: Represents restricted stock units awarded as a supplemental retirement benefit that vest and are payable solely in common stock of the Company upon the Reporting Person's retirement at or after age sixty (60).

F10: Represents shares of common stock held by a trust for the benefit of Reporting Person of which he serves as one of three trustees and shares voting and investment power.

F11: Represents shares of common stock held in trust under the New York Uniform Transfers to Minors Act for the benefit of Reporting Person's niece of which Reporting Person is custodian and as to which shares Reporting Person disclaims beneficial ownership.

F12: Represents shares of common stock held in trust under the New York Uniform Transfers to Minors Act for the benefit of Reporting Person's nephew of which Reporting Person is custodian and as to which shares Reporting Person disclaims beneficial ownership.

F13: Represents shares of common stock held by each of Reporting Person's two children who reside in Reporting Person's household.

F14: Represents shares of common stock held by a trust for the benefit of a child (Carlisle Lipke-Ricci) of one of Reporting Person's siblings, of which the Reporting Person serves as one of four trustees and shares voting and investment power and as to which shares he disclaims beneficial ownership.

F15: Represents shares of common stock held by a trust for the benefit of a child of the Reporting Person (Elissa Kristina).

F16: Represents the number of units held by the reporting person in the unitized stock fund of the Company's 401(k) Savings Plan. The unitized stock fund consists of stock of the Company and cash and other short term investments. The number of shares of stock represented by each unit fluctuates depending on the ratio of the number of shares of stock of the Company in the fund to other investments. The number of shares represented by each unit cannot be precisely determined.

F17: Represents shares of common stock held in trust under the New York Uniform Gift to Minors Act for the benefit of the husband of the Reporting Person's niece of which Reporting Person is custodian and as to which shares Reporting Person disclaims beneficial ownership (Jonathan Solomon).

F18: Represents shares of common stock held by a trust for the benefit of a child of the Reporting Person (Katherine Victoria).

F19: Represents shares of common stock held in trust under the New York Uniform Gift to Minors Act for the benefit of a child of the Reporting Person.

F20: Represents shares of common stock held by a trust for the benefit of Reporting Person of which the Reporting Person serves as one of five trustees and shares voting and investment power.

F21: Represents shares of common stock held by a trust for one of Reporting Person's siblings, of which the Reporting Person serves as one of five trustees and shares voting and investment power and as to which shares he disclaims beneficial ownership.

F22: Represents shares of common stock held by each of Reporting Person's two minor children who reside in Reporting Person's household.

F23: Represents shares of common stock of the Company owned by Rush Creek Investment Company, L.P. and held in trust for the benefit of Reporting Person. The Reporting Person disclaims beneficial ownership of shares owned by the trust and held for the benefit of the siblings of Reporting Person.

F24: Represents shares of common stock held by a trust created under the Last Will and Testament of Kenneth E. Lipke for the benefit of the mother of Reporting Person as to which trust Reporting Person serves as one of three trustees and shares voting and investment power and as to which shares he disclaims beneficial ownership.

F25: Represents Performance Units which will be awarded to the Reporting Person under the Company's Equity 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.

F26: 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.