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: Bosway William T (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-03-01	Performance Stock Unit (March 2021)	A	21079	—	Acquired	21079	Direct
2021-03-01	Restricted Stock Unit (LTIP 3/1/2021)	A	11711	—	Acquired	11711	Direct
2021-03-01	Common Stock	A	5393	—	Acquired	18572	Direct
2021-03-01	Common Stock	F	2390	$88.06	Disposed	16182	Direct
2021-03-01	Restricted Stock Unit (LTIP 3/1/2019)	D	5393	—	Disposed	10787	Direct
2021-03-02	Common Stock	A	4181	—	Acquired	20363	Direct
2021-03-02	Common Stock	F	1853	$84.10	Disposed	18510	Direct
2021-03-02	Restricted Stock Unit (LTIP 3/2/2020)	D	4181	—	Disposed	12546	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Performance Stock Unit (March 2019)	35034	Direct
Performance Stock Unit (March 2020)	25643	Direct
Special Performance Stock Unit (March 2020)	12000	Direct
Special Restricted Stock Units (1/02/2019)	9342	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Unit (2018 MSPP Match)	$		Common Stock (12117.18)	12117.18	Direct
Restricted Stock Unit (2018 MSPP)	$		Common Stock (21574.74)	21574.74	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 restricted stock units 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, 2020 and on each March 1st thereafter through March 1st, 2023.

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

F7: 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.

F8: 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.

F9: 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.

F10: 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.