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) 03/25/2009 | ||||||||||||||||||||||||||
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 | 03/25/2009 | G | 2,500 | A | $0 | 122,685 | D | |||
Common Stock | 03/25/2009 | G | 11,000 | D | $0 | 111,685 | D | |||
Common Stock | 03/25/2009 | G | 3,900 | A | $0 | 3,900 | I | Brian J. Lipke C/F Erica R. Lipke UTMA(1) | ||
Common Stock | 03/25/2009 | G | 3,900 | A | $0 | 3,900 | I | Brian J. Lipke C/F Kenneth E. Lipke UTMA(2) | ||
Restricted Stock Unit (LTIP 01/02/2008) | 38,403(3) | D | ||||||||
Restricted Stock Unit (LTIP 01/05/2009) | 65,806(4) | D | ||||||||
Restricted Stock Unit (LTIP 03/01/2006) | 9,168(5) | D | ||||||||
Restricted Stock Unit (LTIP 04/06/2005) | 33,756(6) | D | ||||||||
Restricted Stock Unit (LTIP 04/27/2007) | 29,796(7) | D | ||||||||
Restricted Stock Unit (Retirement Supplement) | 150,000(8) | D | ||||||||
Common Stock | 896,040 | I | Bonneville Trust(9) | |||||||
Common Stock | 9,407 | I | Carlisle Lipke-Ricci Trust(10) | |||||||
Common Stock | 8,909 | I | Elissa Kristina Lipke Trust(11) | |||||||
Common Stock | 8,700 | I | Erica Rae Lipke Trust(12) | |||||||
Common Stock | 2,520 | I | Erica Rae Lipke UGMANY Trust(13) | |||||||
Common Stock | 5,235.47 | I | Gibraltar Industries, Inc. 401(k) Savings Plan(14) | |||||||
Common Stock | 2,077 | I | Jonathan Solomon UGMANY Trust(15) | |||||||
Common Stock | 10,507 | I | Katherine Victoria Lipke Trust(16) | |||||||
Common Stock | 5,220 | I | Katherine Victoria Lipke UGMANY Trust(17) | |||||||
Common Stock | 91,320 | I | Ken Lipke Trust No. 2 (BJL subtrust)(18) | |||||||
Common Stock | 45,000 | I | Ken Lipke Trust No. 2 (MAL subtrust)(19) | |||||||
Common Stock | 10,050 | I | Kenneth Eric Lipke Trust(20) | |||||||
Common Stock | 2,520 | I | Kenneth Eric Lipke UGMANY Trust(21) | |||||||
Common Stock | 2,100 | I | Minor Children(22) | |||||||
Common Stock | 180,900 | I | Rush Creek(23) | |||||||
Common Stock | 28,267 | I | Testamentary Trust(24) |
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(25) | $9.38 | 07/18/2001 | 07/18/2010 | Common Stock | 0 | 18,750 | D |
Explanation of Responses: |
1. Represents shares of common stock held in trust under the New York Uniform Transfers to Minors Act for the benefit of Reporting Person's niece of which Reporting Person is custodian and as to which shares Reporting Person disclaims beneficial ownership. |
2. Represents shares of common stock held in trust under the New York Uniform Transfers to Minors Act for the benefit of Reporting Person's nephew of which Reporting Person is custodian and as to which shares Reporting Person disclaims beneficial ownership. |
3. Represents 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 January 2, 2008 award date. |
4. 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. |
5. Represents 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 March 1, 2006 award date. |
6. Represents restricted stock units awarded as part of the Company's Long Term Incentive Plan. Units vest and are payable solely in shares of common stock of the Company on the fourth anniversary of April 6, 2005. |
7. Represents restricted stock units awarded as part of the 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. |
8. Represents restricted stock units awarded as a supplemental retirement benefit that vest and are payable solely in common stock of the Company upon the Reporting Person's retirement at or after age sixty (60). |
9. Represents shares of common stock 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. |
10. Represents shares of common stock held by a trust for the benefit of a child (Carlisle Lipke-Ricci) of one of Reporting Person's siblings, of 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. |
11. Represents shares of common stock held by a trust for the benefit of a child of the Reporting Person (Elissa Kristina). |
12. Represents shares of common stock held by a trust for the benefit of a child (Erica Rae Lipke) of one of Reporting Person's siblings, of 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 of common stock held in trust under the New York Uniform Gift to Minors Act for the benefit of Reporting Person's niece of which Reporting Person is custodian and as to which shares Reporting Person disclaims beneficial ownership. |
14. 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. |
15. Represents shares of common stock held in trust under the New York Uniform Gift to Minors Act for the benefit of the husband of the Reporting Person's niece of which Reporting Person is custodian and as to which shares Reporting Person disclaims beneficial ownership (Jonathan Solomon). |
16. Represents shares of common stock held by a trust for the benefit of a child of the Reporting Person (Katherine Victoria). |
17. Represents shares of common stock held in trust under the New York Uniform Gift to Minors Act for the benefit of a child of the Reporting Person. |
18. Represents shares of common stock held by a trust for the benefit of Reporting Person of which the Reporting Person serves as one of five trustees and shares voting and investment power. |
19. Represents shares of common stock held by a trust for one of Reporting Person's siblings, 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. |
20. Represents shares of common stock held by a trust for the benefit of a child (Kenneth Eric Lipke) of one of Reporting Person's siblings, of 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. |
21. Represents shares of common stock held in trust under the New York Uniform Gift to Minors Act for the benefit of Reporting Person's nephew of which Reporting Person is custodian and as to which shares Reporting Person disclaims beneficial ownership. |
22. Represents shares of common stock held by each of Reporting Person's two minor children who reside in Reporting Person's household. |
23. Represents shares of common stock of the Company owned by Rush Creek Investment Company, L.P. and held in trust for the benefit of Reporting Person. The Reporting Person disclaims beneficial ownership of shares owned by the trust and held for the benefit of the siblings of Reporting Person. |
24. Represents shares of common stock held by a 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 and as to which shares he disclaims beneficial ownership. |
25. Represents an option to purchase shares of common stock of the Company awarded to the Reporting Person pursuant to the Company's Incentive Stock Option Plan. Options are exercisable at a rate of twenty-five percent (25%) per year. The exercise price and number of underlying securities reflect a 3:2 stock split effected in November of 2004. |
Remarks: |
lipkebjv2.HTM |
/s/Paul J. Schulz, Attorney in Fact for Brian J. Lipke | 03/27/2009 | |
** 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. |