GIBRALTAR INDUSTRIES, INC. — Director's Dealing 2016

Jan 5, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-01-02	Common Stock	A	140.00	$0.00	Acquired	8608.00	Direct
2016-01-02	Common Stock	D	103.00	$25.44	Disposed	8505.00	Direct
2016-01-02	Common Stock	A	146.00	$0.00	Acquired	8651.00	Direct
2016-01-02	Common Stock	D	108.00	$25.44	Disposed	8543.00	Direct
2016-01-02	Common Stock	A	185.00	$0.00	Acquired	8728.00	Direct
2016-01-02	Common Stock	D	136.00	$25.44	Disposed	8592.00	Direct
2016-01-02	Restricted Stock Unit (LTIP 01/02/2013)	D	243.00	$0.00	Disposed	243.00	Direct
2016-01-02	Restricted Stock Unit (LTIP 01/02/2014)	D	254.00	$0.00	Disposed	508.00	Direct
2016-01-02	Restricted Stock Unit (LTIP 01/02/2015)	D	321.00	$0.00	Disposed	964.00	Direct
2016-01-03	Common Stock	A	156.00	$0.00	Acquired	8748.00	Direct
2016-01-03	Common Stock	D	115.00	$25.44	Disposed	8633.00	Direct
2016-01-03	Restricted Stock Unit (LTIP 01/03/2012)	D	271.00	$0.00	Disposed	0.00	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	8468.00	Direct
Executive Retirement RSU	17000.00	Direct
Restricted Stock Unit (LTIP 01/02/2013)	486.00	Direct
Restricted Stock Unit (LTIP 01/02/2014)	762.00	Direct
Restricted Stock Unit (LTIP 01/02/2015)	1285.00	Direct
Restricted Stock Unit (LTIP 01/03/2012)	271.00	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Performance Units 2013	$		Common Stock (3398.00)	3398.00	Direct
Performance Units 2015	$		Common Stock (8300.00)	8300.00	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 net shares of common stock acquired upon conversion of restricted stock units awarded as part of the Company 's Long Term Incentive Plan into common stock upon vesting.

F2: Represents common stock retained by the Company upon conversion of Reporting Person's restricted stock units into shares of common stock in satisfaction of the Reporting Person's individual minimum statutory withholding obligation.

F3: Represents the conversion of restricted stock units to shares of common stock upon vesting of 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 each anniversary of the January 2, 2013 award date.

F4: Represents remaining restricted stock units awarded on January 2, 2013 as part of the Company 's Long Term Incentive Plan. Twenty-five (25%) of the total units awarded vest and are payable, solely in shares of the Company on each anniversary of the January 2, 2013 award date.

F5: Represents the conversion of restricted stock units to shares of common stock upon vesting of 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 each anniversary of the January 2, 2014 award date.

F6: Represents remaining restricted stock units awarded on January 2, 2014 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 the Company on each anniversary of the January 2, 2014 award date.

F7: Represents the conversion of restricted stock units to shares of common stock upon vesting of 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 each anniversary of the January 2, 2015 award date.

F8: Represents remaining restricted stock units awarded on January 2, 2015 as part of the Company 's Long Term Incentive Plan. Twenty-five (25%) of the total units awarded vest and are payable, solely in shares of the Company on each anniversary of the January 2, 2015 award date.

F9: Represents the conversion of restricted stock units to shares of common stock upon vesting of 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 each anniversary of the January 3, 2012 award date.

F10: Represents remaining restricted stock units awarded on January 3, 2012 as part of the Company 's Long Term Incentive Plan. Twenty-five (25%) of the total units awarded vest and are payable, solely in shares of the Company on each anniversary of the January 3, 2012 award date.

F11: 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 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.

F12: Performance Units vest and are paid at the end of three (3) consecutive calendar year periods 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.

F13: 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.

F14: 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.

F15: 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 base salary pursuant to the Company's Management Stock Purchase Plan.

F16: 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.

F17: Represents matching restricted stock units allocated to the Reporting Person prior to 2013 pursuant to the Company's Management Stock Purchase Plan equal in number to restricted stock units allocated to reflect the Reporting Person's deferral of a portion of his annual incentive compensation award.

F18: 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 five (5) consecutive, substantially equal annual installments, beginning in January of the year in which termination of service occurs. 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.

F19: Represents restricted stock units allocated to the Reporting Person after 2012 with respect to the Reporting Person's deferral of a portion of his base salary pursuant to the Company's Management Stock Purchase Plan.

F20: 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.

F21: Represents restricted stock units allocated to Reporting Person prior to 2013 pursuant to the Company's Management Stock Purchase Plan reflecting deferred annual incentive compensation awards.

F22: 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.

F23: Twenty-five percent (25%) of the total number of options granted vest and become exercisable on each anniversary grant date.