GIBRALTAR INDUSTRIES, INC. — Director's Dealing 2020

Mar 2, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GIBRALTAR INDUSTRIES, INC. (ROCK)
CIK: 0000912562
Period of Report: 2020-02-27

Reporting Person: Watorek Jeffrey J. (VP, Treasurer, Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-02-27	Performance Stock Unit (March 2019)	A	521	—	Acquired	3775	Direct
2020-03-01	Common Stock	A	157	—	Acquired	4520	Direct
2020-03-01	Common Stock	F	75	$50.67	Disposed	4445	Direct
2020-03-01	Restricted Stock Units (LTIP 3/1/2018)	D	157	—	Disposed	316	Direct
2020-03-01	Common Stock	A	135	—	Acquired	4580	Direct
2020-03-01	Common Stock	F	64	$50.67	Disposed	4516	Direct
2020-03-01	Restricted Stock Unit (LTIP 3/1/2019)	D	135	—	Disposed	407	Direct
2020-03-01	Common Stock	A	627	—	Acquired	5143	Direct
2020-03-01	Common Stock	F	297	$50.67	Disposed	4846	Direct
2020-03-01	Performance Stock Units (April 2017)	D	627	—	Disposed	0	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock (401k)	333.905	Indirect
Discretionary RSU (May 2017)	2000	Direct
Performance Stock Units (March 2018)	3608	Direct
RSU (LTIP 4/3/2017)	254	Direct
RSU (LTIP 9/6/2016)	142	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Option (September 2010)	$8.90	2020-09-13	Common Stock (2000)	2000	Direct
Option (September 2011)	$9.74	2021-09-13	Common Stock (2500)	2500	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 2019. 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 an increase of the targeted number of Performance Units awarded to the reporting person on March 1, 2019 under the Company's 2018 Equity Incentive Plan as a result of the Company's achievement of a return on invested capital above the targeted return on invested capital for 2019. The Compensation Committee has reviewed and confirmed the Company's calculation of Return on Invested Capital for 2019 as compared to target and approved the resulting increase in the number of Performance Units.

F3: Represents the conversion of restricted stock units awarded as part of the Company 's Long Term Incentive Plan into common stock upon vesting.

F4: 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.

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 March 1st, 2019 and on each March 1st thereafter through March 1st, 2022.

F6: 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 March 1st, 2020 and on each March 1st thereafter through March 1st, 2023.

F7: Represents the conversion of performance stock units to shares of common stock upon vesting.

F8: Represents common stock retained by the Company upon conversion of Reporting Person's performance stock units into shares of common stock in satisfaction of Reporting Person's individual minimum statutory withholding obligation.

F9: Represents Performance Units which were distributed 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.

F10: Twenty-five percent (25%) of the total number of options granted vest and become exercisable on each anniversary grant date.