GIBRALTAR INDUSTRIES, INC. — Director's Dealing 2015

Jun 3, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GIBRALTAR INDUSTRIES, INC. (ROCK)
CIK: 0000912562
Period of Report: 2015-06-01

Reporting Person: LIPKE BRIAN J (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-06-01	Common Stock	D	11900.0000	$17.8604	Disposed	824140.0000	Indirect
2015-06-02	Common Stock	D	12800.0000	$18.0578	Disposed	811340.0000	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	226631.0000	Direct
Restricted Stock Unit (Retirement Supplement)	150000.0000	Direct
Common Stock	10800.0000	Indirect
Common Stock	9407.0000	Indirect
Common Stock	14612.0000	Indirect
Common Stock	8909.0000	Indirect
Common Stock	1275.0000	Indirect
Common Stock	1275.0000	Indirect
Common Stock	5235.4700	Indirect
Common Stock	2077.0000	Indirect
Common Stock	10507.0000	Indirect
Common Stock	5220.0000	Indirect
Common Stock	91320.0000	Indirect
Common Stock	45000.0000	Indirect
Common Stock	2100.0000	Indirect
Common Stock	28267.0000	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Performance Units 2013	$		Common Stock (28885.0000)	28885.0000	Direct

Footnotes

F1: Represents shares of common stock held by a trust for the benefit of Reporting Person of which he serves as one of three trustees and shares voting and investment power.

F2: Represents restricted stock units awarded as a supplemental retirement benefit that vest and are payable solely in common stock of the Company upon the Reporting Person's retirement at or after age sixty (60).

F3: Represents shares of common stock held by each of Reporting Person's two children who reside in Reporting Person's household.

F4: Represents shares of common stock held by a trust for the benefit of a child (Carlisle Lipke-Ricci) of one of Reporting Person's siblings, of which the Reporting Person serves as one of four trustees and shares voting and investment power and as to which shares he disclaims beneficial ownership.

F5: Represents shares of common stock held by a trust for the benefit of a child of the Reporting Person (Elissa Kristina).

F6: Represents shares of common stock held in trust under the New York Uniform Transfers to Minors Act for the benefit of Reporting Person's child of which Reporting Person's sibling is custodian and as to which shares Reporting Person disclaims beneficial ownership.

F7: Represents the number of units held by the reporting person in the unitized stock fund of the Company's 401(k) Savings Plan. The unitized stock fund consists of stock of the Company and cash and other short term investments. The number of shares of stock represented by each unit fluctuates depending on the ratio of the number of shares of stock of the Company in the fund to other investments. The number of shares represented by each unit cannot be precisely determined.

F8: Represents shares of common stock held in trust under the New York Uniform Gift to Minors Act for the benefit of the husband of the Reporting Person's niece of which Reporting Person is custodian and as to which shares Reporting Person disclaims beneficial ownership (Jonathan Solomon).

F9: Represents shares of common stock held by a trust for the benefit of a child of the Reporting Person (Katherine Victoria).

F10: Represents shares of common stock held in trust under the New York Uniform Gift to Minors Act for the benefit of a child of the Reporting Person.

F11: Represents shares of common stock held by a trust for the benefit of Reporting Person of which the Reporting Person serves as one of five trustees and shares voting and investment power.

F12: Represents shares of common stock held by a trust for one of Reporting Person's siblings, of which the Reporting Person serves as one of five trustees and shares voting and investment power and as to which shares he disclaims beneficial ownership.

F13: Represents shares of common stock held by each of Reporting Person's two minor children who reside in Reporting Person's household.

F14: Represents shares of common stock held by a trust created under the Last Will and Testament of Kenneth E. Lipke for the benefit of the mother of Reporting Person as to which trust Reporting Person serves as one of three trustees and shares voting and investment power and as to which shares he disclaims beneficial ownership.

F15: Represents Performance Units which will be awarded to the Reporting Person under the Company's Equity Stock Incentive Plan upon achievement of the targeted return on invested capital for 2013. 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.

F16: Performance Units vest and are paid at the end of the three (3) consecutive calendar year period ending December 31, 2015 or, if earlier, upon death, disability or retirement. Performance Units are forfeited if employment is terminated before December 31, 2015 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, 2015 or, if applicable, death, disability or retirement.