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GIBRALTAR INDUSTRIES, INC. Director's Dealing 2017

Apr 4, 2017

31735_dirs_2017-04-04_f7068393-11db-4236-85d3-9cdf47f3cd49.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GIBRALTAR INDUSTRIES, INC. (ROCK)
CIK: 0000912562
Period of Report: 2017-03-31

Reporting Person: SMITH KENNETH WALTER (N/A)

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2017-03-31 Restricted Stock Unit (MSPP Match Post-2012) $ A 283.77 Acquired Common Stock (283.77) Direct
2017-03-31 Restricted Stock Unit (MSPP Post-2012) $ A 567.55 Acquired Common Stock (567.55) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 57414.00 Direct
Executive Retirement RSU 10000.00 Direct
Performance Stock Units (December 2015) 25000.00 Direct
Restricted Stock Unit (LTIP 01/02/2014) 2291.00 Direct
Restricted Stock Unit (LTIP 01/02/2015) 5432.00 Direct
Restricted Stock Unit (LTIP 02/01/2016) 6619.00 Direct
Restricted Stock Unit (Retirement Supplement) 20000.00 Direct
Restricted Stock Units (December 2015) 12500.00 Direct

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Option (December 2015) $25.44 2025-12-31 Common Stock (12500.00) 12500.00 Direct
Performance Units (2016) $ Common Stock (33264.00) 33264.00 Direct
Performance Units 2015 $ Common Stock (51956.00) 51956.00 Direct
Restricted Stock Unit (MSPP Match) $ Common Stock (40032.08) 40032.08 Direct
Restricted Stock Unit (MSPP) $ Common Stock (49882.03) 49882.03 Direct

Footnotes

F1: 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.

F2: 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.

F3: 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.

F4: 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.

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: 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.

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 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.