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) 07/03/2007 | ||||||||||||||||||||||||||
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 | 07/03/2007 | M | 13,204(1) | A | $14.5 | 95,631 | D | |||
Common Stock | 07/03/2007 | F | 5,205(1) | D | $22.38 | 90,426 | D | |||
Restricted Stock Unit | 39,728(2) | D | ||||||||
Common Stock | 5,235.47 | I | Gibraltar Industries, Inc. 401(k) Savings Plan(3) | |||||||
Restricted Stock Unit | 70,427(4) | D | ||||||||
Restricted Stock Unit | 150,000(5) | D | ||||||||
Common Stock | 89,352 | I | By Trust(6) | |||||||
Common Stock | 180,900 | I | Rush Creek(7) | |||||||
Common Stock | 896,040 | I | By Trust(8) | |||||||
Common Stock | 2,769,021 | I | By Trust(9) | |||||||
Common Stock | 10,507 | I | By Trust(10) | |||||||
Common Stock | 8,407 | I | By Trust(11) | |||||||
Common Stock | 10,050 | I | By Trust(12) | |||||||
Common Stock | 5,220 | I | By Trust(13) | |||||||
Common Stock | 91,320 | I | By Trust(14) | |||||||
Common Stock | 45,000 | I | By Trust(15) | |||||||
Common Stock | 8,700 | I | By Trust(16) | |||||||
Common Stock | 8,909 | I | By Trust(17) | |||||||
Common Stock | 2,077 | I | By Trust(18) |
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 to Buy(19) | $14.5 | 07/03/2007 | M | 37,500 | 07/08/1998 | 07/08/2007 | Common Stock | 37,500 | $14.5 | 0 | D | ||||
Option to Buy(20) | $15 | 03/27/1999 | 03/27/2008 | Common Stock | 75,000 | 75,000 | D | ||||||||
Option to Buy(20) | $9.38 | 07/18/2001 | 07/18/2010 | Common Stock | 18,750 | 18,750 | D |
Explanation of Responses: |
1. The reporting person obtained 13,204 shares of common stock in connection with the cashless exercise of options to purchase 37,500 shares of common stock under the Gibraltar Industries, Inc. Non-Qualified Stock Option Plan. The Company retained 5,205 of the 13,204 shares in satisfaction of the resulting tax withholding obligation. |
2. Restricted Stock Units awarded as part of Company's long term incentive plan. Twenty-five percent (25%) of total units awarded vest and are payable, solely in shares of common stock of the Company on each anniversary of the April 27, 2007 award date. |
3. Represents the number of units held by the reporting person in the unitized stock fund of the Gibraltar Industries, Inc. 401(k) Savings Plan. The unitized stock fund consists of stock of Gibraltar Industries, Inc. 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 Gibraltar Industries, Inc. in the fund to other investments. The number of shares represented by each unit cannot be precisely determined. |
4. The Restricted Stock Units vest and are paid in cash or Common Stock on the fourth anniversary of the award grant.(LTIP) |
5. These Restricted Units have been approved for award as a supplemental retirement benefit and vest and are payable upon the executive's retirement at or after age 60. |
6. Represents shares indirectly held by trust created under the Last Will and Testament of Kenneth E. Lipke for the benefit of the mother of reporting person as to which trust reporting person serves as one of three trustees and shares voting and investment power. |
7. Shares held indirectly representing the pecuniary interest of reporting person in shares of Gibraltar Industries, Inc. 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. |
8. Represents shares held by a trust for the benefit of reporting person of which he serves as one of three trustees and shares voting and investment power. |
9. Represents shares held by four trusts for the benefit of insiders of Gibraltar Industries, Inc., each of which reporting person serves as one of three trustees and shares voting and investment power and as to which he disclaims beneficial ownership. |
10. Represents shares held indirectly by trust for the benefit of the daughter of reporting person (Katherine Victoria). |
11. Represents shares held indirectly by trust for the benefit of a child (Carlisle Lipke-Ricci) of an insider of Gibraltar Industries, Inc., which the reporting person serves as one of four trustees and shares voting and investment power and as to which shares he disclaims beneficial ownership. |
12. Represents shares held indirectly by trust for the benefit of a child (Kenneth Eric Lipke) of an insider of Gibraltar Industries, Inc., which the reporting person serves as one of three trustees and shares voting and investment power and as to which shares he disclaims beneficial ownership. |
13. Represents shares held indirectly by reporting person as custodian for daughter under UGMANY. |
14. Represents shares indirectly held by trust for the benefit of reporting person of which the reporting person serves as one of five trustees and shares voting and investment power. |
15. Represents shares indirectly held by trust for the benefit of an insider of Gibraltar Industries, Inc., of which the reporting person serves as one of five trustees and shares voting and investment power, and as to which shares he disclaims beneficial ownership. |
16. Represents shares indirectly held by trust for the benefit of a child (Erica Rae Lipke) of an insider of Gibraltar Industries, Inc., which the reporting person serves as one of three trustees and shares voting and investment power and as to which shares he disclaims beneficial ownership. |
17. Represents shares indirectly held by trust for the benefit of reporting person's daughter (Elissa Kristina). |
18. Represents shares indirectly held by reporting person as custodian for relative under UGMANY (Jonathon Solomon). |
19. Cashless exercise by reporting person of option to buy 37,500 shares of common stock under the Gibraltar Industries, Inc. Non-Qualified Stock Option Plan. The exercise price and number of underlying securities reflect a 3:2 stock split effected in November 2004. In connection with the cashless exercise, options to purchase 24,296 shares of common stock were delivered by the reporting person to Gibraltar Industries, Inc. in consideration of the issuance of 13,204 shares of common stock. |
20. Grant to reporting person of option to buy shares of common stock under Gibraltar Industries, Inc. Incentive Stock Option Plan. Options exercisable at rate of 25% per year. The exercise price and number of underlying securities reflect a 3:2 stock split effected in November of 2004. |
/s/ Michael E. Storck, Attorney in Fact for Brian J. Lipke | 07/05/2007 | |
** 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. |