GIBRALTAR INDUSTRIES, INC. — Director's Dealing 2012

May 7, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GIBRALTAR INDUSTRIES, INC. (ROCK)
CIK: 0000912562
Period of Report: 2012-05-03

Reporting Person: SADLER ROBERT E JR (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-03	Common Stock	J	7000.0000	$0.0000	Acquired	16000.0000	Direct
2012-05-03	Common Stock (Restricted)	A	1855.0000	$11.8600	Acquired	13855.0000	Direct
2012-05-03	Common Stock (Restricted)	J	7000.0000	$0.0000	Disposed	6855.0000	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Unit (MSPP Match)	$		Common Stock (4267.8500)	4267.8500	Direct
Restricted Stock Unit (MSPP)	$		Common Stock (6823.3300)	6823.3300	Direct

Footnotes

F1: Reported to distinguish unrestricted shares from restricted shares being comprised of (a) 3,000 shares of which the Reporting Person has owned outright; (b) May 22, 2009 lapse of restrictions on 1,000 shares of Restricted Stock acquired on May 22, 2006 (c) May 25, 2010 lapse of restrictions on 1,000 shares of Restricted Stock acquired May 25, 2007 and (d) May 18, 2011 lapse of restrictions on 1,000 shares of Restricted Stock acquired May 18, 2008.

F2: 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 5,855 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 May 16, 2008, 1,000 were granted May 19, 2009, 1,000 were granted on May 7, 2010, 1,000 were granted on May 6, 2011 and 1,855 were granted on May 3, 2012.

F3: 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 4,855 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 May 19, 2009, 1,000 were granted on May 7, 2010, 1,000 were granted on May 6, 2011 and 1,855 were granted on May 3, 2012.

F4: Represents restricted stock units allocated pursuant to the Company's Management Stock Purchase Plan to match the restricted stock units allocated through deferral of a portion of the annual director retainer fee.

F5: 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 in January of the year following the year in which termination of service occurs. 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.

F6: Represents restricted stock units allocated to Reporting Person pursuant to the Company's Management Stock Purchase Plan reflecting deferred annual director fees.

F7: Restricted stock units are payable solely in cash in five (5) consecutive, substantially equal annual installments beginning in January of the year following the year in which termination of service as a member of the Company's Board of Directors occurs. 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.