GIBRALTAR INDUSTRIES, INC. — Director's Dealing 2021

Feb 25, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GIBRALTAR INDUSTRIES, INC. (ROCK)
CIK: 0000912562
Period of Report: 2021-02-24

Reporting Person: Burns Patrick (Chief Operating Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-24	Performance Stock Unit (March 2020)	A	781	—	Acquired	9001	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2575	Direct
Performance Stock Unit (March 2019)	11787	Direct
Restricted Stock Unit (LTIP 03/18/2019)	3429	Direct
Restricted Stock Unit (LTIP 3/2/2020)	3699	Direct
Special Performance Stock Unit (March 2020)	9000	Direct
Special Restricted Stock Unit (March 2019)	7500	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Unit (2018 MSPP Match)	$		Common Stock (4068.04)	4068.04	Direct
Restricted Stock Unit (2018 MSPP)	$		Common Stock (1474.63)	1474.63	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 2020. 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 2, 2020 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 2020. The Compensation Committee has reviewed and confirmed the Company's calculation of Return on Invested Capital for 2020 as compared to target and approved the resulting increase in the number of Performance Units.

F3: 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.

F4: 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.

F5: 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 pursuant to the Company's 2018 Management Stock Purchase Plan.

F6: 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.