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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Heard Frank

(Last)

(First)

(Middle)

3556 LAKE SHORE ROAD

P.O. BOX 2028

(Street)

BUFFALO

14219-0228

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
GIBRALTAR INDUSTRIES, INC. [ ROCK ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Vice Chairman of the Board

3. Date of Earliest Transaction (Month/Day/Year)
12/29/2019

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	12/29/2019		A		10,000⁽¹⁾	A	$0⁽¹⁾	110,518	D
Restricted Stock Unit (LTIP 12/29/2014)⁽²⁾⁽³⁾	12/29/2019		D⁽²⁾		10,000⁽⁴⁾	D	$0⁽⁴⁾	0	D
Common Stock⁽¹⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾	12/29/2019		F		4,662⁽⁵⁾	D	$50.63⁽⁵⁾	105,856	D
Performance Stock Unit (February 2017)								9,217	D
Performance Stock Unit (March 2018)								45,817	D
Performance Stock Unit (March 2019)								39,448	D
Restricted Stock Unit (LTIP 02/01/2016)								4,773	D
Restricted Stock Unit (LTIP 02/01/2017)								8,363	D
Restricted Stock Unit (LTIP 3/1/2018)								31,485	D
Restricted Stock Unit (LTIP 3/1/2019)								34,517	D
Restricted Stock Units (February 2017)								20,000	D
Special Performance Stock Unit (February 2017)								20,000	D

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 (December 2015)⁽⁸⁾	$25.44							12/31/2018⁽⁹⁾	12/31/2025	Common Stock	25,000		25,000	D
Option (February 2017)⁽¹⁰⁾	$43.05							02/01/2020⁽¹¹⁾	02/01/2027	Common Stock	20,000		20,000	D
Restricted Stock Unit (2018 MSPP Match)⁽¹²⁾	⁽¹³⁾							⁽¹³⁾	⁽¹³⁾	Common Stock	1,479.07		1,479.07	D
Restricted Stock Unit (2018 MSPP)⁽¹⁴⁾	⁽¹⁵⁾							⁽¹⁵⁾	⁽¹⁵⁾	Common Stock	3,697.67		3,697.67	D
Restricted Stock Unit (MSPP Match Post-2012)⁽¹⁶⁾⁽¹⁷⁾	⁽¹⁸⁾							⁽¹⁸⁾	⁽¹⁸⁾	Common Stock	96,908.41		96,908.41	D
Restricted Stock Unit (MSPP Post-2012)⁽¹⁹⁾⁽²⁰⁾	⁽²¹⁾							⁽²¹⁾	⁽²¹⁾	Common Stock	137,877.04		137,877.04	D

Explanation of Responses:

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

2. Represents restricted stock units awarded as part of the Company 's Long Term Incentive Plan. Twenty percent (20%) of the total units awarded vest and are payable, solely in shares of common stock of the Company, on December 29th, 2015 and on each December 29th thereafter through December 29th, 2019.

3. Represents restricted stock units awarded as part of the Company 's Long Term Incentive Plan. Twenty percent (20%) of the total units awarded vest and are payable, solely in shares of common stock of the Company, on December 29th, 2015 and on each December 29th thereafter through December 29th, 2019.

4. Represents the conversion of restricted stock units to shares of common stock upon vesting of restricted stock units awarded as part of the Company 's Long Term Incentive Plan. Twenty percent (20%) of the total units awarded vest and are payable, solely in shares of common stock of the Company on each anniversary of the December 29, 2014 award date.

5. 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.

6. Represents common stock retained by the Company upon conversion of restricted stock units issued to Reporting Person pursuant to the Company's Long Term Incentive plan into common stock for the purpose of satisfying Reporting Person's individual minimum statutory tax withholding.

7. Represents shares of common stock acquired upon conversion of restricted stock units awarded to the Reporting Person pursuant to the Company's Long Term Incentive Plan into common stock.

8. Options granted to Reporting Person provides Reporting Person the right to purchase up to 25,000 shares of common stock of the Registrant at the exercise price.

9. The Reporting Person's right to purchase shares of common stock of the Registrant pursuant to the option is forfeited if the Reporting Person's employment with the Registrant is terminated for any reason other than death or disability prior to December 31, 2018.

10. Options granted to Reporting Person provides Reporting Person the right to purchase up to 20,000 shares of common stock of the Registrant at the exercise price.

11. The Reporting Person's right to purchase shares of common stock of the Registrant pursuant to the option is forfeited if the Reporting Person's employment with the Registrant is terminated for any reason other than death or disability prior to January 31, 2020.

12. Represents matching restricted stock units allocated to the Reporting Person with respect to the Reporting Person's deferral of a portion of his annual base salary pursuant to the Company's 2018 Management Stock Purchase Plan.

13. 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 (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.

14. Represents restricted stock units allocated to the Reporting Person with respect to the Reporting Person's deferral of a portion of his annual base salary pursuant to the Company's 2018 Management Stock Purchase Plan.

15. 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.

16. Represents matching restricted stock units allocated to the Reporting Person after 2012 with respect to the Reporting Person's deferral of a portion of his annual base salary pursuant to the Company's Management Stock Purchase Plan.

17. Represents matching restricted stock units allocated to the Reporting Person after 2012 with respect to the Reporting Person's deferral of a portion of his annual cash incentive compensation pursuant to the Company's Management Stock Purchase Plan.

18. 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.

19. Represents restricted stock units allocated to the Reporting Person after 2012 with respect to the Reporting Person's deferral of a portion of his annual base salary pursuant to the Company's Management Stock Purchase Plan.

20. Represents restricted stock units allocated to the Reporting Person after 2012 with respect to the Reporting Person's deferral of a portion of his annual cash incentive compensation pursuant to the Company's Management Stock Purchase Plan.

21. 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.

	/s/ Jeffrey J. Watorek, Attorney-in-Fact for Frank Heard	12/31/2019
	** 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.