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: Murphy Timothy F. (Senior VP and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-03-01	Performance Stock Unit (March 2021)	A	5110	—	Acquired	5110	Direct
2021-03-01	Restricted Stock Unit (LTIP 3/1/2021)	A	2300	—	Acquired	2300	Direct
2021-03-01	Common Stock	A	11168	—	Acquired	32991	Direct
2021-03-01	Common Stock	F	5502	$88.06	Disposed	27489	Direct
2021-03-01	Performance Stock Units (March 2018)	D	11168	—	Disposed	0	Direct
2021-03-01	Common Stock	A	1316	—	Acquired	28805	Direct
2021-03-01	Common Stock	F	645	$88.06	Disposed	28160	Direct
2021-03-01	Restricted Stock Unit (LTIP 3/1/2018)	D	1316	—	Disposed	1316	Direct
2021-03-01	Common Stock	A	1137	—	Acquired	29297	Direct
2021-03-01	Common Stock	F	557	$88.06	Disposed	28740	Direct
2021-03-01	Restricted Stock Unit (LTIP 3/1/2019)	D	1137	—	Disposed	2275	Direct
2021-03-02	Common Stock	A	924	—	Acquired	29664	Direct
2021-03-02	Common Stock	F	453	$84.10	Disposed	29211	Direct
2021-03-02	Restricted Stock Unit (LTIP 3/2/2020)	D	924	—	Disposed	2775	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Executive Retirement RSU	17000	Direct
Performance Stock Unit (March 2019)	11725	Direct
Performance Stock Unit (March 2020)	9001	Direct
Restricted Stock Unit (LTIP 04/03/2017)	669	Direct
Special Performance Stock Unit (March 2020)	9000	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Option (April 2017)	$39.55	2027-04-03	Common Stock (5000)	5000	Direct
Restricted Stock Unit (2018 MSPP Match)	$		Common Stock (5465.86)	5465.86	Direct
Restricted Stock Unit (2018 MSPP)	$		Common Stock (10651.36)	10651.36	Direct
Restricted Stock Unit (MSPP Match Post-2012)	$		Common Stock (17676.58)	17676.58	Direct
Restricted Stock Unit (MSPP Match)	$		Common Stock (3208.76)	3208.76	Direct
Restricted Stock Unit (MSPP Post-2012)	$		Common Stock (26097.47)	26097.47	Direct
Restricted Stock Unit (MSPP)	$		Common Stock (8056.93)	8056.93	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 the conversion of performance stock units to shares of common stock upon vesting.

F4: 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.

F5: 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.

F6: Represents the conversion of restricted stock units awarded as part of the Company 's Long Term Incentive Plan into common stock upon vesting.

F7: 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.

F8: 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.

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

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

F11: Options granted to Reporting Person which provide the Reporting Person with the right to purchase up to 5,000 shares of common stock of the Registrant at the exercise price.

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 base salary and 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.

F14: Represents restricted stock units allocated to the Reporting Person with respect to the Reporting Person's deferral of a portion of their annual base salary and annual cash incentive compensation pursuant to the Company's 2018 Management Stock Purchase Plan.

F15: 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.

F16: Represents matching restricted stock units allocated to the Reporting Person after 2012 with respect to the Reporting Person's deferral of a portion of their annual base salary and annual cash incentive compensation pursuant to the Company's Management Stock Purchase Plan.

F17: 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.

F18: Represents matching restricted stock units allocated to the Reporting Person prior to 2013 pursuant to the Company's Management Stock Purchase Plan equal in number to restricted stock units allocated to reflect the Reporting Person's deferral of a portion of his annual incentive compensation award.

F19: Restricted stock units are forfeited if employment is terminated prior to age sixty (60). If employment continues through age sixty (60), restricted stock units are payable solely in cash in five (5) consecutive substantially equal annual installments beginning six (6) months following termination of employment. 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 the Reporting Person's employment is terminated.

F20: Represents restricted stock units allocated to the Reporting Person after 2012 with respect to the Reporting Person's deferral of a portion of their annual base salary and annual cash incentive compensation pursuant to the Company's Management Stock Purchase Plan.

F21: 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.

F22: Represents restricted stock units allocated to Reporting Person prior to 2013 pursuant to the Company's Management Stock Purchase Plan reflecting deferred annual incentive compensation awards.

F23: Restricted stock units are payable solely in cash in five (5) consecutive, substantially equal annual installments beginning the first January 1 occurring six (6) months following termination of employment. 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 the Reporting Person's employment is terminated.