GIBRALTAR INDUSTRIES, INC. — Director's Dealing 2018

Feb 5, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GIBRALTAR INDUSTRIES, INC. (ROCK)
CIK: 0000912562
Period of Report: 2018-02-01

Reporting Person: Heard Frank (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-02-01	Common Stock	A	4181.00	$0.00	Acquired	36961.00	Direct
2018-02-01	Common Stock	F	2048.00	$36.30	Disposed	34913.00	Direct
2018-02-01	Common Stock	A	4772.00	$0.00	Acquired	39685.00	Direct
2018-02-01	Common Stock	F	2337.00	$36.30	Disposed	37348.00	Direct
2018-02-01	Restricted Stock Unit (LTIP 02/01/2016)	D	4772.00	$0.00	Disposed	9546.00	Direct
2018-02-01	Restricted Stock Unit (LTIP 02/01/2017)	D	4181.00	$0.00	Disposed	12544.00	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Performance Stock Unit (December 2015)	50000.00	Direct
Performance Stock Unit (February 2017)	29733.00	Direct
Restricted Stock Unit (LTIP 01/02/2015)	4797.00	Direct
Restricted Stock Unit (LTIP 06/11/2014)	4170.00	Direct
Restricted Stock Unit (LTIP 12/29/2014)	20000.00	Direct
Restricted Stock Units (December 2015)	25000.00	Direct
Restricted Stock Units (February 2017)	20000.00	Direct
Special Performance Stock Unit (February 2017)	20000.00	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Option (December 2015)	$25.44	2025-12-31	Common Stock (25000.00)	25000.00	Direct
Option (February 2017)	$43.05	2027-02-01	Common Stock (20000.00)	20000.00	Direct
Performance Units (2016)	$		Common Stock (55928.00)	55928.00	Direct
Performance Units 2015	$		Common Stock (68826.00)	68826.00	Direct
Restricted Stock Unit (MSPP Match Post-2012)	$		Common Stock (70977.34)	70977.34	Direct
Restricted Stock Unit (MSPP Post-2012)	$		Common Stock (101528.15)	101528.15	Direct

Footnotes

F1: Represents the conversion of restricted stock units awarded as part of the Company 's Long Term Incentive Plan into common stock upon vesting.

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.

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 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, 2017 and on each February 1st thereafter through February 1, 2020.

F4: 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 February 1, 2016 award date.

F5: 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.

F6: 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 February 1, 2017 award date.

F7: 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.

F8: 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.

F9: 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.