GIBRALTAR INDUSTRIES, INC. — Director's Dealing 2017

Feb 3, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GIBRALTAR INDUSTRIES, INC. (ROCK)
CIK: 0000912562
Period of Report: 2017-02-01

Reporting Person: Syvrud Cherri (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-01	Discretionary Restricted Stock Units (February 2017)	A	2000.00	$0.00	Acquired	2000.00	Direct
2017-02-01	Performance Stock Units (February 2017)	A	4355.00	$0.00	Acquired	4355.00	Direct
2017-02-01	Restricted Stock Units (LTIP 02/01/2017)	A	1452.00	$0.00	Acquired	1452.00	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Restricted Stock Unit (LTIP 6/10/2016)	1821.00	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
PSU (2016)	$		Performance Stock Units (2935.00)	2935.00	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 1, 2017 ending on January 31, 2020 or, if earlier, upon death, disability or retirement. Restricted Stock Units are forfeited if employment is terminated before January 31, 2020 for reasons other than death, disability or retirement.

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 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.

F3: 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, 2018 and on each February 1st thereafter through February 1, 2021.

F4: 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.