GIBRALTAR INDUSTRIES, INC. — Director's Dealing 2018

Feb 23, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GIBRALTAR INDUSTRIES, INC. (ROCK)
CIK: 0000912562
Period of Report: 2018-02-21

Reporting Person: Syvrud Cherri (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-02-21	Performance Stock Units (February 2017)	D	3005.00	$0.00	Disposed	1350.00	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	507.00	Direct
Discretionary Restricted Stock Units (February 2017)	2000.00	Direct
Performance Stock Units (February 2017)	4355.00	Direct
Restricted Stock Unit (LTIP 6/10/2016)	1366.00	Direct
Restricted Stock Units (LTIP 02/01/2017)	1089.00	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Performance Units (2016)	$		Performance Stock Units (5870.00)	5870.00	Direct
Restricted Stock Unit (MSPP Match Post-2012)	$		Common Stock (1118.31)	1118.31	Direct
Restricted Stock Unit (MSPP Post-2012)	$		Common Stock (1118.31)	1118.31	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 a decrease of the targeted number of Performance Units awarded to the Reporting Person on February 1, 2017 under the Company's 2015 Equity Incentive Plan as a result of the Company's achievement of a return on invested capital below the targeted return on invested capital for 2017. The Compensation Committee has reviewed and confirmed the Company's calculation of Return on Invested Capital for 2017 as compared to target and approved the resulting decrease in the number of 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: 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.

F5: 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.