GIBRALTAR INDUSTRIES, INC. — Director's Dealing 2016

Feb 3, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GIBRALTAR INDUSTRIES, INC. (ROCK)
CIK: 0000912562
Period of Report: 2016-02-01

Reporting Person: Heard Frank (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-01	Restricted Stock Unit (LTIP 02/01/2016)	A	19090.00	$0.00	Acquired	19090.00	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-01	Performance Units (2016)	$	A	27964.00	Acquired		Common Stock (27964.00)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	11707.00	Direct
Performance Stock Unit (December 2015)	50000.00	Direct
Restricted Stock Unit (LTIP 01/02/2015)	14389.00	Direct
Restricted Stock Unit (LTIP 06/11/2014)	12508.00	Direct
Restricted Stock Unit (LTIP 12/29/2014)	40000.00	Direct
Restricted Stock Units (December 2015)	25000.00	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Performance Units 2015	$		Common Stock (34413.00)	34413.00	Direct
Restricted Stock Unit (MSPP Match Post-2012)	$		Common Stock (9296.04)	9296.04	Direct
Restricted Stock Unit (MSPP Post-2012)	$		Common Stock (15458.50)	15458.50	Direct

Footnotes

F1: Represents restricted stock units awarded as part of the Company 's Long Term Incentive Plan. Twenty-five percent (25%) of the total units awarded vest and are payable, solely in shares of common stock of the Company, on February 1, 2016 and on each February 1st thereafter through February 1st, 2020.

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 2016. 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 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.

F4: 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.

F5: 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.

F6: 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.