GIBRALTAR INDUSTRIES, INC. — Director's Dealing 2017

Apr 5, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GIBRALTAR INDUSTRIES, INC. (ROCK)
CIK: 0000912562
Period of Report: 2017-04-03

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-04-03	Performance Stock Unit (April 2017)	A	3243.00	$0.00	Acquired	3243.00	Direct
2017-04-03	Restricted Stock Unit (LTIP 04/03/2017)	A	2674.00	$0.00	Acquired	2674.00	Direct
2017-04-03	Special Performance Units (April 2017)	A	5000.00	$0.00	Acquired	5000.00	Direct
2017-04-03	Special Restricted Stock Units (April 2017)	A	5000.00	$0.00	Acquired	5000.00	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-04-03	Option (April 2017)	$39.55	A	5000.00	Acquired	2027-04-03	Common Stock (5000.00)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	9733.00	Direct
Discretionary Restricted Stock Unit (February 2016)	3000.00	Direct
Executive Retirement RSU	17000.00	Direct
Performance Stock Unit (February 2017)	3554.00	Direct
Restricted Stock Unit (02/01/2017)	592.00	Direct
Restricted Stock Unit (LTIP 01/02/2014)	254.00	Direct
Restricted Stock Unit (LTIP 01/02/2015)	643.00	Direct
Restricted Stock Unit (LTIP 02/01/2016)	874.00	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Performance Units (2016)	$		Common Stock (11856.00)	11856.00	Direct
Performance Units 2015	$		Common Stock (16600.00)	16600.00	Direct
Restricted Stock Unit (MSPP Match Post-2012)	$		Common Stock (8823.00)	8823.00	Direct
Restricted Stock Unit (MSPP Match)	$		Common Stock (3208.76)	3208.76	Direct
Restricted Stock Unit (MSPP Post-2012)	$		Common Stock (13433.78)	13433.78	Direct
Restricted Stock Unit (MSPP)	$		Common Stock (8056.93)	8056.93	Direct

Footnotes

F1: 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 2017. 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.

F2: 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 April 3, 2018 and on each April 3rd thereafter through April 3, 2021.

F3: Represents Performance Stock Units issued to Reporting Person. Performance Stock Units are converted to shares of common stock of the Registrant provided that the Reporting Person is employed by the Registrant at the end of a three (3) year performance period. The number of shares into which the Performance Stock Units are converted, if any, is dependent upon achievement of a specified total shareholder return for the performance period and may not exceed 7,500 shares.

F4: Represents Restricted Stock Units issued to Reporting Person. Restricted Stock Units are converted to shares of common stock of the Registrant provided that the Reporting Person is employed by the Registrant at the end of the three (3) year vesting period beginning April 3, 2017 and ending April 2, 2020.

F5: Options granted to Reporting Person which provide the Reporting Person with the right to purchase up to 5,000 shares of common stock of the Registrant at the exercise price.

F6: 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.

F7: 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.

F8: 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.

F9: 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.

F10: 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.

F11: 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.