GIBRALTAR INDUSTRIES, INC. — Director's Dealing 2015

Sep 9, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GIBRALTAR INDUSTRIES, INC. (ROCK)
CIK: 0000912562
Period of Report: 2015-09-04

Reporting Person: KHILNANI VINOD M (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-09-04	Common Stock (Restricted)	A	529.0000	$0.0000	Acquired	3465.0000	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Unit (MSPP Match Post-2012)	$		Common Stock (2240.1200)	2240.1200	Direct
Restricted Stock Unit (MSPP Post-2012)	$		Common Stock (2877.8800)	2877.8800	Direct

Footnotes

F1: Restrictions lapse on the earlier of (i) the date the Reporting Person no longer serves on the Board of Directors, provided that the Reporting Person has served as a member of the Board of Directors for at least one year following the grant of restricted stock; (ii) the date of the Reporting Person's death; (iii) the date the Reporting Person suffers from disability; (iv) the date a change in control of the Company occurs; and/or (v) May 2, 2017.

F2: Represents matching restricted stock units allocated to the Reporting Person after 2012 with respect to the Reporting Person's deferral of a portion of his annual retainer fee pursuant to the Company's Management Stock Purchase Plan.

F3: Restricted stock units are forfeited if Reporting Person's service as a director of the Company is terminated prior to age sixty (60). If service as a director continues through age sixty (60), restricted stock units are payable solely in cash in one lump sum payment or in five (5) or ten (10) consecutive, substantially equal annual installments, whichever distribution form is elected by the Reporting Person, 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.

F4: Represents restricted stock units allocated to the Reporting Person after 2012 pursuant to the Company's Management Stock Purchase Plan to reflect the Reporting Person's deferral of a portion of his annual director retainer fee.

F5: Restricted stock units are payable solely in cash in one lump sum payment or in five (5) or ten (10) consecutive, substantially equal annual installments, whichever distribution form is elected by the Reporting Person, beginning six (6) months following termination of service as a director of the Company. 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.