GIBRALTAR INDUSTRIES, INC. — Director's Dealing 2013

Jan 3, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: SADLER ROBERT E JR (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-12-31	Restricted Stock Unit (MSPP)	$	A	2764.2300	Acquired		Common Stock (2764.2300)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	16000.0000	Direct
Common Stock (Restricted)	6855.0000	Direct

Holdings (Derivative)

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

Footnotes

F1: Represents shares of restricted stock. Restrictions lapse at the earliest to occur of (i) May 25, 2010; (ii) the date the Reporting Person retires from service as a member of the Company's Board of Directors; (iii) the date of the Reporting Person's death; (iv) the date the Reporting Person suffers from a disability; and/or (v) the date a change in control of the Company occurs.

F2: Represents restricted stock units allocated to Reporting Person pursuant to the Company's Management Stock Purchase Plan reflecting deferred annual director fees.

F3: 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.

F4: 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.

F5: 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.