GIBRALTAR INDUSTRIES, INC. — Director's Dealing 2021

Mar 3, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GIBRALTAR INDUSTRIES, INC. (ROCK)
CIK: 0000912562
Period of Report: 2021-03-01

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-03-01	Performance Stock Unit (March 2021)	A	1642	—	Acquired	1642	Direct
2021-03-01	Restricted Stock Unit (LTIP 3/1/2021)	A	274	—	Acquired	274	Direct
2021-03-01	Discretionary RSU (March 2021)	A	460	—	Acquired	460	Direct
2021-03-01	Common Stock	A	3608	—	Acquired	9772	Direct
2021-03-01	Common Stock	F	1574	$88.06	Disposed	8198	Direct
2021-03-01	Performance Stock Units (March 2018)	D	3608	—	Disposed	0	Direct
2021-03-01	Common Stock	A	158	—	Acquired	8356	Direct
2021-03-01	Common Stock	F	67	$88.06	Disposed	8289	Direct
2021-03-01	Restricted Stock Units (LTIP 3/1/2018)	D	158	—	Disposed	158	Direct
2021-03-01	Common Stock	A	135	—	Acquired	8424	Direct
2021-03-01	Common Stock	F	57	$88.06	Disposed	8367	Direct
2021-03-01	Restricted Stock Unit (LTIP 3/1/2019)	D	135	—	Disposed	272	Direct
2021-03-02	Common Stock	A	111	—	Acquired	8478	Direct
2021-03-02	Common Stock	F	47	$84.10	Disposed	8431	Direct
2021-03-02	Restricted Stock Unit (LTIP 3/2/2020)	D	111	—	Disposed	333	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock (401k)	333.905	Indirect
Performance Stock Unit (March 2019)	3775	Direct
Performance Stock Unit (March 2020)	2914	Direct
RSU (LTIP 4/3/2017)	127	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Unit (2018 MSPP Match)	$		Common Stock (138.45)	138.45	Direct

Footnotes

F1: Represents Performance Units which will be awarded to Reporting Person under the Company's Equity Incentive Plan upon achievement of the targeted return on invested capital for 2021. 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 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, 2022 and on each March 1st thereafter through March 1st, 2025.

F3: Represents Discretionary Restricted Stock Units awarded to Reporting Person. Discretionary Restricted Stock Units vest and are payable, solely in shares of common stock of the Company, at the end of three (3) consecutive calendar year periods beginning on March 1st, 2021 ending on March 1st, 2024 or, if earlier, upon death or disability. Restricted Stock Units are forfeited if employment is terminated before March 1st, 2024, for reasons other than death or disability.

F4: Represents the conversion of performance stock units to shares of common stock upon vesting.

F5: 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.

F6: 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 2018. 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.

F7: Represents the conversion of restricted stock units awarded as part of the Company 's Long Term Incentive Plan into common stock upon vesting.

F8: 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.

F9: 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 1, 2019 and on each March 1st thereafter through March 1, 2022.

F10: 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.

F11: 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 2nd, 2021 and on each March 2nd thereafter through March 2nd, 2024.

F12: Represents matching restricted stock units allocated to the Reporting Person with respect to the Reporting Person's deferral of a portion of their annual cash incentive compensation pursuant to the Company's 2018 Management Stock Purchase Plan.

F13: 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 of one share of the Company's common stock, as defined in the Company's 2018 Management Stock Purchase Plan, on the date of termination of the Reporting Person's service as an officer of the Company.