GIBRALTAR INDUSTRIES, INC. — Director's Dealing 2012

Jan 4, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GIBRALTAR INDUSTRIES, INC. (ROCK)
CIK: 0000912562
Period of Report: 2011-12-30

Reporting Person: CAMPBELL DAVID N (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-12-30	Restricted Stock Unit (MSPP)	$	A	2511.2100	Acquired		Common Stock (2511.2100)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	4819.0000	Direct
Common Stock (Restricted)	6000.0000	Direct
Common Stock	3750.0000	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Unit (MSPP Match)	$		Common Stock (8520.5400)	8520.5400	Direct

Footnotes

F1: Restrictions on 2,000 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.

F2: Represents shares of common stock held in an Individual Retirement Account for the benefit of Reporting Person.

F3: Represents restricted stock units allocated to Reporting Person pursuant to the Company's Management Stock Purchase Plan reflecting deferred director fees.

F4: Restricted stock units are payable solely in cash in five (5) consecutive, substantially equal annual installments beginning in the first January occurring after the Reporting Person's 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.

F5: Represents restricted stock units allocated pursuant to the Company's Management Stock Purchase Plan at a price per unit equal to $11.15 funded by the deferral of receipt of director meeting fees.

F6: 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 a portion of his annual director retainer fee.

F7: 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.