| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
GIBRALTAR INDUSTRIES, INC. [ ROCK ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/03/2013 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 01/03/2013 | A | 1,020(1) | A | $16.17 | 8,611.5 | D | |||
| Common Stock | 01/03/2013 | A | 827(2) | A | $16.17 | 9,438.5 | D | |||
| Common Stock | 01/03/2013 | D | 356(3) | D | $16.17 | 9,082.5 | D | |||
| Common Stock | 01/03/2013 | D | 439(4) | D | $16.17 | 8,643.5 | D | |||
| Restricted Stock Unit (LTIP 01/03/2011 | 01/03/2013 | D | 1,020(5) | D | $16.17 | 2,040(6) | D | |||
| Restricted Stock Unit (LTIP 01/03/2012) | 01/03/2013 | D | 827(5) | D | $16.17 | 2,481(7) | D | |||
| Restricted Stock Unit (LTIP 01/02/2013) | 2,272.5(8) | D | ||||||||
| Restricted Stock Unit (LTIP 01/04/2010) | 1,860(9) | D | ||||||||
| Restricted Stock Unit (LTIP 01/05/2009) | 847(10) | D | ||||||||
| Restricted Stock Unit (Retirement Supplement) | 15,000(11) | D | ||||||||
| Common Stock | 1,760.883 | I | Gibraltar Industries, Inc. 401(k) Savings Plan(12) | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Option(13) | $21.33 | 04/06/2006 | 04/06/2015 | Common Stock | 0.0000 | 536 | D | ||||||||
| Performance Units(14) | (15) | (15) | (15) | Common Stock | 28,243 | 28,243 | D | ||||||||
| Restricted Stock Unit (MSPP Match)(16) | (17) | (17) | (17) | Common Stock | 18,008.02 | 18,008.02 | D | ||||||||
| Restricted Stock Unit (MSPP)(18) | (19) | (19) | (19) | Common Stock | 22,667.33 | 22,667.33 | D | ||||||||
| Explanation of Responses: |
| 1. Represents shares of common stock issued upon conversion of restricted stock units awarded to the Reporting Person on January 3, 2011, upon the vesting of such restricted stock units. The Company retained 439 of the 1,020 shares of common stock in satisfaction of the of the Reporting Person's individual minimum statutory withholding obligation at a price per share determined as of the vesting date. |
| 2. Represents shares of common stock issued upon conversion of restricted stock units awarded to the Reporting Person on January 3, 2012, upon the vesting of such restricted stock units. The Company retained 356 of the 827 shares of common stock in satisfaction of the of the Reporting Person's individual minimum statutory withholding obligation at a price per share determined as of the vesting date. |
| 3. Represents common stock retained by the Company in satisfaction of the Reporting Person's individual minimum statutory withholding obligation at a price per share determined as of the vesting date. Such disposition to the Company is in connection with the conversion of restricted stock units awarded on January 3, 2012 to the Reporting Person upon vesting of such restricted stock units. |
| 4. Represents common stock retained by the Company in satisfaction of the Reporting Person's individual minimum statutory withholding obligation at a price per share determined as of the vesting date. Such disposition to the Company is in connection with the conversion of restricted stock units awarded on January 3, 2011 to the Reporting Person upon vesting of such restricted stock units. |
| 5. Represents conversion to common stock of restricted stock units awarded as part of the Company's Long Term Incentive Plan. Twenty-five percent (25%) of the total units awarded vested and are payable, solely in shares of common stock of the Company, on January 3, 2013. |
| 6. 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 January 3, 2011 and on each January 3rd thereafter through January 3, 2015. |
| 7. 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 January 3, 2013 and on each January 3rd thereafter through January 3, 2016. |
| 8. 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 each anniversary of the January 3, 2013 award date. |
| 9. 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 each anniversary of the January 4, 2010 award date. |
| 10. 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 each anniversary of the January 5, 2009 award date. |
| 11. Represents restricted stock units awarded as a supplemental retirement benefit that vest and are payable solely in shares of common stock of the Company on the day following the retirement of the Reporting Person; provided that such retirement occurs after the latest to occur of (i) the date the Recipient attains age sixty (60); (ii) the end of the five (5) year period beginning on the date the Reporting Person is hired by the Company; or (iii) the end of the one (1) year period beginning on the date of this award. Restricted stock units also vest and are payable in shares of common stock of the Company upon the death or disability of the Reporting Person or if the Reporting Peron's employment with the Company is terminated without cause. Finally, restricted stock units vest and are payable upon the occurrence of a change in control, in cash or in shares of common stock of the Company, whichever is specified by the Committee administrating the Plan. |
| 12. Represents the number of units held by the reporting person in the unitized stock fund of the Company's 401(k) Savings Plan. The unitized stock fund consists of stock of the Company and cash and other short term investments. The number of shares of stock represented by each unit fluctuates depending on the ratio of the number of shares of stock of the Company in the fund to other investments. The number of shares represented by each unit cannot be precisely determined. |
| 13. Represents an option to purchase shares of common stock of the Company awarded to the Reporting Person pursuant to the Company's 2005 Equity Incentive Plan. |
| 14. Represents Performance Units which will be awarded to the Reporting Person under the Company's Equity Stock Incentive Plan upon achievement of the targeted total shareholder return for a designated performance period. 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. |
| 15. Performance Units vest and are paid at the end of the three (3) consecutive calendar year period ending December 31, 2014 or, if earlier, upon death, disability or retirement. Performance Units are forfeited if employment is terminated before December 31, 2014 for reasons other than death, disability or retirement or by the Company without cause. Performance Units are payable solely in cash in an amount equal to the ninety (90) day trailing average price of one (1) share of the Company's common stock determined as of December 31, 2014 or, if applicable, death, disability or retirement. |
| 16. Represents restricted stock units allocated to the Reporting Person pursuant to the Company's Management Stock Purchase Plan to match restricted stock units allocated through deferral by Reporting Person of a portion of annual incentive compensation award. |
| 17. 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. |
| 18. Represents restricted stock units allocated to Reporting Person pursuant to the Company's Management Stock Purchase Plan reflecting Reporting Person's deferral of a portion of his annual incentive compensation award. |
| 19. 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. |
| Remarks: |
| pmurrayv2.htm |
| /s/Paul J. Schulz, Attorney in Fact for Paul Murray | 01/07/2013 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||