GIBRALTAR INDUSTRIES, INC. — Director's Dealing 2016

Feb 18, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GIBRALTAR INDUSTRIES, INC. (ROCK)
CIK: 0000912562
Period of Report: 2016-02-16

Reporting Person: Murphy Timothy F. (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-17	Discretionary Restricted Stock Unit (February 2016)	A	3000.00	$0.00	Acquired	3000.00	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-16	Performance Units 2015	$	A	8300.00	Acquired		Common Stock (8300.00)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	9095.00	Direct
Executive Retirement RSU	17000.00	Direct
Restricted Stock Unit (LTIP 01/02/2013)	243.00	Direct
Restricted Stock Unit (LTIP 01/02/2014)	508.00	Direct
Restricted Stock Unit (LTIP 01/02/2015)	964.00	Direct
Restricted Stock Unit (LTIP 02/01/2016)	1165.00	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Performance Units (2016)	$		Common Stock (5928.00)	5928.00	Direct
Restricted Stock Unit (MSPP Match Post-2012)	$		Common Stock (4421.14)	4421.14	Direct
Restricted Stock Unit (MSPP Match)	$		Common Stock (3208.76)	3208.76	Direct
Restricted Stock Unit (MSPP Post-2012)	$		Common Stock (7564.64)	7564.64	Direct
Restricted Stock Unit (MSPP)	$		Common Stock (8056.93)	8056.93	Direct
September 2006 Management Option	$23.54	2016-09-14	Common Stock (3000.00)	3000.00	Direct
September 2007 Management Option	$18.78	2017-09-14	Common Stock (3000.00)	3000.00	Direct
September 2008 Management Option	$22.16	2018-09-10	Common Stock (3000.00)	3000.00	Direct

Footnotes

F1: Represents Discretionary Restricted Stock Units issued to Reporting Person. Discretionary Restricted Stock Units vest and are payable, solely in shares of common stock of the Company, at the end of three (3) consecutive calendar year periods beginning on February 17, 2016 ending on February 16, 2019 or, if earlier, upon death or disability. Restricted Stock Units are forfeited if employment is terminated before February 16, 2019 for reasons other than death or disability.

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 2015. 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, 2017 or, if earlier, upon death, disability or retirement. Performance Units are forfeited if employment is terminated before December 31, 2017 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, 2017, or if applicable, death, disability or retirement.

F4: Represents an increase of the targeted number of Performance Units awarded to the Reporting Person on January 2, 2015 under the Company's 2005 Equity Incentive Plan as a result of the Company's achievement of a return on invested capital in excess of the targeted return on invested capital for 2015. The Compensation Committee has reviewed and confirmed the Company's calculation of Return on Invested Capital for 2015 as compared to target and approved the resulting increase in the number of Performance Units, based on the Company's 2015 audited financial statements.

F5: Performance Units vest and are paid at the end of the three (3) consecutive calendar year periods ending December 31, 2018 or, if earlier, upon death, disability or retirement. Performance Units are forfeited if employment is terminated before December 31, 2018 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, 2018, or if applicable, as of the Reporting Person's death, disability or retirement.

F6: Restricted stock units are forfeited if Reporting Person's service as an officer of the Company is terminated prior to age sixty (60). If service as an officer 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 an officer of the Company.

F7: Restricted stock units are forfeited if employment is terminated prior to age sixty (60). If employment continues through age sixty (60), restricted stock units are payable solely in cash in five (5) consecutive substantially equal annual installments beginning six (6) months following termination of employment. 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 the Reporting Person's employment is terminated.

F8: 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 an officer 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 an officer of the Company.

F9: Restricted stock units are payable solely in cash in five (5) consecutive, substantially equal annual installments beginning six (6) months following termination of employment. 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 the Reporting Person's employment is terminated.

F10: Twenty-five percent (25%) of the total number of options granted vest and become exercisable on each anniversary grant date.