SEC FORM 4

SEC Form 4

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^*

LIPKE MEREDITH A

(Last)

(First)

(Middle)

3556 LAKE SHORE RD

P O BOX 2028

(Street)

BUFFALO

14219-0228

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
GIBRALTAR STEEL CORP [ rock ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Vice President

3. Date of Earliest Transaction (Month/Day/Year)
12/23/2003

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common stock	12/23/2003		S⁽¹⁾		200,000	D	$24.75	531,956⁽³⁾⁽⁴⁾	I	By Trust⁽²⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Option (right to buy)⁽⁵⁾	$21.75	08/08/1988⁽⁶⁾		J		0		07/08/1998	07/08/2007	Common stock	0	$0	2,500	D
Option (right to buy)⁽⁷⁾	$15.625	08/08/1988⁽⁶⁾		J		0		10/08/1999	10/07/2008	Common stock	0	$0	2,500	D
Option (right to buy)⁽⁷⁾	$14.07	08/08/1988⁽⁶⁾		J		0		07/18/2001	07/18/2010	Common stock	0	$0	2,500	D

Explanation of Responses:

1. Sale of securities pursuant to a Public Offering.

2. Represents shares held by a trust for the benefit of reporting person, of which she serves as one of three trustees and shares voting and investment power.

3. Reporting person owns 7,105 shares directly; 5,325 shares held by reporting person's daughter under UGMANY; 5,605 shares held by a trust for the benefit of the reporting person's daughter of which trust the reporting person serves as one of four trustees and shares voting and investment power; 29,080 shares held by trust for the benefit of reporting person; 30,000 shares held by trust for the benefit of the reporting person of which trust she serves as one of five trustees and shares voting and investment power; 60,880 shares held by trust for the benefit of an insider of Gibraltar Steel Corporation of which trust reporting person serves as one of five trustees and shares voting and investment power and as to which shares she disclaims beneficial ownership.

4. Reporting person owns 125,651 shares indirectly representing the pecuniary interest of reporting person in shares of Gibraltar Steel Corporation common stock held by Rush Creek Investment Co., LP. The reporting person disclaims beneficial interest in such shares, except to the extent of his beneficial interest; 628.49 shares held in Gibraltar Steel 401(k) Savings Plan f/b/o reporting person.

5. Grant to reporting person of option to buy shares of common stock under the Gibraltar Steel Corporation Non-qualified Stock Option Plan. Options are exercisable at the rate of 25% per year.

6. Dummy date used to report holdings only.

7. Grant to reporting person of option to buy shares of common stock under the Gibraltar Steel Corporation Incentive Stock Option Plan. The options are exercisable at the rate of 25% per year.

	/s/Janet N. Gabel, Attorney in Fact for Meredith A. Lipke	12/23/2003
	** 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).
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