| 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) 12/29/2017 | ||||||||||||||||||||||||||
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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 | 12/29/2017 | A | 10,000(1) | A | $0.00(1) | 35,683 | D | |||
| Common Stock | 12/29/2017 | F | 5,157(2) | D | $33(2) | 30,526 | D | |||
| Restricted Stock Unit (LTIP 12/29/2014)(3) | 12/29/2017 | D | 10,000(4) | D | $0.00(4) | 20,000 | D | |||
| Performance Stock Unit (December 2015) | 50,000 | D | ||||||||
| Performance Stock Unit (February 2017) | 29,733 | D | ||||||||
| Restricted Stock Unit (LTIP 01/02/2015) | 9,593 | D | ||||||||
| Restricted Stock Unit (LTIP 02/01/2016) | 14,318 | D | ||||||||
| Restricted Stock Unit (LTIP 02/01/2017) | 16,725 | D | ||||||||
| Restricted Stock Unit (LTIP 06/11/2014) | 4,170 | D | ||||||||
| Restricted Stock Units (December 2015) | 25,000 | D | ||||||||
| Restricted Stock Units (February 2017) | 20,000 | D | ||||||||
| Special Performance Stock Unit (February 2017) | 20,000 | D | ||||||||
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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 | ||||||||
| Restricted Stock Unit (MSPP Match Post-2012)(5) | (6) | 12/31/2017 | A | 842.66 | (6) | (6) | Common Stock | 842.66 | $0.00 | 70,977.34 | D | ||||
| Restricted Stock Unit (MSPP Post-2012)(7) | (8) | 12/31/2017 | A | 1,685.33 | (8) | (8) | Common Stock | 1,685.33 | $31.95 | 101,528.15 | D | ||||
| Option (December 2015) | $25.44 | 12/31/2018 | 12/31/2025 | Common Stock | 25,000 | 25,000 | D | ||||||||
| Option (February 2017) | $43.05 | 02/01/2020 | 02/01/2027 | Common Stock | 20,000 | 20,000 | D | ||||||||
| Performance Units (2016) | (9) | (9) | (9) | Common Stock | 55,928 | 55,928 | D | ||||||||
| Performance Units 2015 | (10) | (10) | (10) | Common Stock | 68,826 | 68,826 | 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 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. |
| 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 matching restricted stock units allocated to the Reporting Person after 2012 with respect to the Reporting Person's deferral of a portion of his base salary pursuant to the Company's Management Stock Purchase Plan. |
| 6. 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. |
| 7. Represents restricted stock units allocated to the Reporting Person after 2012 with respect to the Reporting Person's deferral of a portion of his base salary pursuant to the Company's Management Stock Purchase Plan. |
| 8. 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. |
| 9. Performance Units vest and are paid at the end of three (3) consecutive calendar year periods ending December 31, 2018 or, if earlier, upon death, disability or retirement. Performance Units are forfeited if employment is terminated before December 31, 2018 for reasons other than death, disability or retirement or by the Company without cause. Performance Units are payable solely in cash in an amount equal to the ninety (90) day trailing average price of one (1) share of the Company 's common stock determined as of December 31, 2018, or if applicable, death, disability or retirement. |
| 10. Performance Units vest and are paid at the end of three (3) consecutive calendar year periods ending December 31, 2017 or, if earlier, upon death, disability or retirement. Performance Units are forfeited if employment is terminated before December 31, 2017 for reasons other than death, disability or retirement or by the Company without cause. Performance Units are payable solely in cash in an amount equal to the ninety (90) day trailing average price of one (1) share of the Company 's common stock determined as of December 31, 2017, or if applicable, death, disability or retirement. |
| Remarks: |
| /s/ Paul J. Schulz, Attorney in Fact for Frank Heard | 01/03/2018 | |
| ** 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. | ||