0001127602-20-008709.txt : 20200302 0001127602-20-008709.hdr.sgml : 20200302 20200302191322 ACCESSION NUMBER: 0001127602-20-008709 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200227 FILED AS OF DATE: 20200302 DATE AS OF CHANGE: 20200302 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Heard Frank CENTRAL INDEX KEY: 0001608587 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-22462 FILM NUMBER: 20679246 MAIL ADDRESS: STREET 1: 3556 LAKE SHORE ROAD STREET 2: P.O. BOX 2028 CITY: BUFFALO STATE: NY ZIP: 14219 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: GIBRALTAR INDUSTRIES, INC. CENTRAL INDEX KEY: 0000912562 STANDARD INDUSTRIAL CLASSIFICATION: STEEL WORKS, BLAST FURNACES & ROLLING & FINISHING MILLS [3310] IRS NUMBER: 161445150 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 3556 LAKE SHORE ROAD STREET 2: P O BOX 2028 CITY: BUFFALO STATE: NY ZIP: 14219-0228 BUSINESS PHONE: 7168266500 MAIL ADDRESS: STREET 1: GATEWAY EXECUTIVE PARK STREET 2: 3556 LAKE SHORE ROAD PO BOX 2028 CITY: BUFFALO STATE: NY ZIP: 14219-0228 FORMER COMPANY: FORMER CONFORMED NAME: GIBRALTAR STEEL CORP DATE OF NAME CHANGE: 19930924 4 1 form4.xml PRIMARY DOCUMENT X0306 4 2020-02-27 0000912562 GIBRALTAR INDUSTRIES, INC. ROCK 0001608587 Heard Frank 3556 LAKE SHORE ROAD P.O. BOX 2028 BUFFALO NY 14219-0228 1 1 Vice Chairman of the Board Performance Stock Unit (March 2019) 2020-02-27 4 A 0 6312 0 A 45760 D Common Stock 2020-03-01 4 A 0 10495 0 A 143569 D Common Stock 2020-03-01 4 F 0 4893 50.67 D 138676 D Restricted Stock Unit (LTIP 3/1/2018) 2020-03-01 4 D 0 10495 0 D 20990 D Common Stock 2020-03-01 4 A 0 8629 0 A 147305 D Common Stock 2020-03-01 4 F 0 4226 50.67 D 143079 D Restricted Stock Unit (LTIP 3/1/2019) 2020-03-01 4 D 0 8629 0 D 25888 D Common Stock 2020-03-01 4 A 0 9217 0 A 152296 D Common Stock 2020-03-01 4 F 0 4297 50.67 D 147999 D Performance Stock Unit (February 2017) 2020-03-01 4 D 0 9217 0 D 0 D Performance Stock Unit (March 2018) 45817 D Restricted Stock Unit (LTIP 02/01/2017) 4182 D Option (December 2015) 25.44 2018-12-31 2025-12-31 Common Stock 25000 25000 D Option (February 2017) 43.05 2020-02-01 2027-02-01 Common Stock 20000 20000 D Restricted Stock Unit (2018 MSPP Match) Common Stock 1907.91 1907.91 D Restricted Stock Unit (2018 MSPP) Common Stock 4769.78 4769.78 D Restricted Stock Unit (MSPP Match Post-2012) Common Stock 96908.41 96908.41 D Restricted Stock Unit (MSPP Post-2012) Common Stock 137877.04 137877.04 D 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 2019. 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. Represents an increase of the targeted number of Performance Units awarded to the Reporting Person on March 1, 2019 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 2019. The Compensation Committee has reviewed and confirmed the Company's calculation of Return on Invested Capital for 2019 as compared to target and approved the resulting increase in the number of Performance Units. Represents the conversion of restricted stock units awarded as part of the Company 's Long Term Incentive Plan into common stock upon vesting. 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. 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, 2019 and on each March 1st thereafter through March 1st, 2022. 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. Represents the conversion of performance stock units to shares of common stock upon vesting. Represents common stock retained by the Company upon conversion of Reporting Person's performance stock units into shares of common stock in satisfaction of the Reporting Person's individual minimum statutory withholding obligation. Represents Performance Units which were distributed to the Reporting Person under the Company 's Equity Incentive Plan upon achievement of the targeted return on invested capital for 2017. 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. 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. The Reporting Person's right to purchase shares of common stock of the Registrant pursuant to the option is now exercisable. 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. 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. 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. 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. 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. 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. 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. 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. Represents restricted stock units allocated to the Reporting Person after 2012 pursuant to the Company's Management Stock Purchase Plan to reflect the Reporting Person's deferral of a portion of his base salary. 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. 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 2020-03-02