GIBRALTAR INDUSTRIES, INC. — Director's Dealing 2020

May 8, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GIBRALTAR INDUSTRIES, INC. (ROCK)
CIK: 0000912562
Period of Report: 2020-05-06

Reporting Person: Nish James B (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-05-06	Deferred Stock Units	A	2067	$45.98	Acquired	8603	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2503	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Unit (MSPP Match Post-2012)	$		Common Stock (587.89)	587.89	Direct
Restricted Stock Unit (MSPP Post-2012)	$		Common Stock (3852.23)	3852.23	Direct

Footnotes

F1: Represents shares of common stock which the Reporting Person is entitled to receive annually pursuant to the compensation program in effect for non-employee directors. Pursuant to the Company's Non-Employee Director Stock Deferral Plan, the Reporting Person has irrevocably elected to defer his receipt of the shares of common stock represented by the Deferred Stock Units. Six (6) months following termination of the Reporting Person's service as a Member of the Company's Board of Directors, shares of common stock represented by the Deferred Stock Units are issued to the Reporting Person in one lump sum or in five (5) or ten (10) substantially equal installments, whichever is elected by the Reporting Person.

F2: 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 annual retainer fee pursuant to the Company's Management Stock Purchase Plan.

F3: Restricted stock units are forfeited if Reporting Person's service as a director of the Company is terminated prior to age sixty (60). If service as a director 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 a director of the Company.

F4: Represents restricted stock units allocated to the Reporting Person after 2012 pursuant to the Company's Management Stock Purchase Plan to reflect the Reporting Person's deferral of a portion of his director meeting fees and his annual director retainer fee.

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 a director 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 a director of the Company.