GIBRALTAR INDUSTRIES, INC. — Director's Dealing 2020

Jan 3, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GIBRALTAR INDUSTRIES, INC. (ROCK)
CIK: 0000912562
Period of Report: 2019-12-31

Reporting Person: Bosway William T (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-01-02	Common Stock	A	9342	—	Acquired	9342	Direct
2020-01-02	Common Stock	F	4272	$50.75	Disposed	5070	Direct
2020-01-02	Special Restricted Stock Units (1/02/2019)	D	9342	—	Disposed	18685	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-12-31	Restricted Stock Unit (2018 MSPP Match)	$	A	375.27	Acquired		Common Stock (375.27)	Direct
2019-12-31	Restricted Stock Unit (2018 MSPP)	$	A	938.18	Acquired		Common Stock (938.18)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Performance Stock Unit (March 2019)	30202	Direct
Restricted Stock Unit (LTIP 3/1/2019)	21573	Direct

Footnotes

F1: Represents the conversion of restricted stock units into common stock upon vesting

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 special restricted stock units awarded to Reporting Person. One-third (1/3) of the total units awarded vest and are payable, solely in shares of common stock of the Company, on January 2nd, 2020, and on each January 2nd thereafter through January 2nd, 2022.

F4: Represents matching restricted stock units allocated to the Reporting Person with respect to the Reporting Person's deferral of a portion of his annual base salary pursuant to the Company's 2018 Management Stock Purchase Plan.

F5: Restricted stock units are forfeited if Reporting Person's service as an officer of the Company is terminated prior to the fifth (5th) anniversary of the Reporting Person's vesting commencement date. If service as an officer continues beyond the fifth (5th) anniversary of the Reporting Person's vesting commencement date, 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.

F6: Represents restricted stock units allocated to the Reporting Person with respect to the Reporting Person's deferral of a portion of his annual base salary pursuant to the Company's 2018 Management Stock Purchase Plan.

F7: 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.