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GIBRALTAR INDUSTRIES, INC. Director's Dealing 2014

Dec 31, 2014

31735_dirs_2014-12-31_0986b634-d96a-46bd-89d6-a7b0a1e3ba00.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GIBRALTAR INDUSTRIES, INC. (ROCK)
CIK: 0000912562
Period of Report: 2014-12-29

Reporting Person: Heard Frank (President and COO)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2014-12-29 Restricted Stock Unit (LTIP 12/29/2014) A 50000.0000 $0.0000 Acquired 50000.0000 Direct

Holdings (Non-Derivative)

Security Shares Ownership
Restricted Stock Unit (LTIP 06/11/2014) 16677.0000 Direct

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Performance Units 2014 $ Common Stock (19192.0000) 19192.0000 Direct

Footnotes

F1: Represents restricted stock units awarded as part of the Company's Long Term Incentive Plan. Twenty percent (20%) of the total units awarded vest and are payable, solely in shares of common stock of the Company, on December 29, 2015 and on each December 29th thereafter through December 29, 2019.

F2: Represents Performance Units which will be awarded to the Reporting Person under the Company 's Equity Incentive Plan upon achievement of the targeted return on invested capital for 2014. 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.

F3: Performance Units vest and are paid at the end of three (3) consecutive calendar year periods ending December 31, 2016 or, if earlier, upon death, disability or retirement. Performance Units are forfeited if employment is terminated before December 31, 2016 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, 2016, or if applicable, death, disability or retirement.