| FORM 5 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL 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). | |||||||||||||||||
| Form 3 Holdings Reported. | |||||||||||||||||
| Form 4 Transactions Reported. | |||||||||||||||||
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. Statement for Issuer's Fiscal Year Ended
(Month/Day/Year) 12/31/2017 | ||||||||||||||||||||||||||
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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 at end of Issuer's Fiscal Year (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||||||
| Amount | (A) or (D) | Price | |||||||||||||
| Common Stock (401k) | 06/19/2017(1) | P | 3.498(1) | A | $34.797(2) | 362.928 | I | 401k | |||||||
| Common Stock (401k) | 06/30/2017 | S | 69.603(3) | D | $35.57 | 293.325 | I | 401k | |||||||
| Common Stock (401k) | 07/05/2017 | P | 0.471(4) | A | $35.92 | 293.796 | I | 401k | |||||||
| Common Stock (401k) | 07/06/2017 | P | 0.117(5) | D | $35.9 | 293.679 | I | 401k | |||||||
| Common Stock (401k) | 07/17/2017 | P | 0.501(4) | A | $33.77 | 294.18 | I | 401k | |||||||
| Common Stock (401k) | 07/31/2017 | P | 0.565(4) | A | $29.95 | 294.745 | I | 401k | |||||||
| Common Stock (401k) | 08/14/2017 | P | 0.067(6) | A | $28.81 | 294.812 | I | 401k | |||||||
| Common Stock (401k) | 08/14/2017 | P | 0.234(6) | A | $28.97 | 295.046 | I | 401k | |||||||
| Common Stock (401k) | 08/14/2017 | P | 0.585(4) | A | $28.92 | 295.631 | I | 401k | |||||||
| Common Stock (401k) | 08/28/2017 | P | 0.241(6) | A | $28.17 | 295.872 | I | 401k | |||||||
| Common Stock (401k) | 08/28/2017 | P | 0.068(6) | A | $28.09 | 295.94 | I | 401k | |||||||
| Common Stock (401k) | 08/28/2017 | P | 0.598(4) | A | $28.29 | 296.538 | I | 401k | |||||||
| Common Stock (401k) | 09/01/2017 | P | 33.519(6) | A | $29.43 | 330.057 | I | 401k | |||||||
| Common Stock (401k) | 09/01/2017 | P | 0.064(6) | A | $29.69 | 330.121 | I | 401k | |||||||
| Common Stock (401k) | 09/11/2017 | P | 0.586(4) | A | $28.87 | 330.707 | I | 401k | |||||||
| Common Stock (401k) | 09/25/2017 | P | 0.571(4) | A | $29.63 | 331.278 | I | 401k | |||||||
| Common Stock (401k) | 10/10/2017 | P | 0.53(4) | A | $31.92 | 331.808 | I | 401k | |||||||
| Common Stock (401k) | 10/23/2017 | P | 0.517(4) | A | $32.73 | 332.325 | I | 401k | |||||||
| Common Stock (401k) | 11/06/2017 | P | 0.511(4) | A | $33.11 | 332.836 | I | 401k | |||||||
| Common Stock (401k) | 11/20/2017 | P | 0.531(4) | A | $31.86 | 333.367 | I | 401k | |||||||
| Common Stock (401k) | 12/04/2017 | P | 0.538(4) | A | $31.45 | 333.905 | I | 401k | |||||||
| Common Stock | 2,632 | D | |||||||||||||
| Discretionary RSU (Feb 2016) | 1,200 | D | |||||||||||||
| Discretionary RSU (May 2017) | 2,000 | D | |||||||||||||
| Performance Stock Units (April 2017) | 2,023 | D | |||||||||||||
| RSU (LTIP 4/3/2017) | 506 | D | |||||||||||||
| RSU (LTIP 9/4/2014) | 299 | D | |||||||||||||
| RSU (LTIP 9/4/2015) | 618 | D | |||||||||||||
| RSU (LTIP 9/6/2016) | 426 | 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) | |||
| (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | |||||||||
| Option (September 2008) | $22.16 | (7) | 09/09/2018 | Common Stock | 1,000 | 1,000 | D | |||||||
| Option (September 2009) | $13.72 | (7) | 09/14/2019 | Common Stock | 2,000 | 2,000 | D | |||||||
| Option (September 2010) | $8.9 | (7) | 09/13/2020 | Common Stock | 2,000 | 2,000 | D | |||||||
| Option (September 2011) | $9.74 | (7) | 09/13/2021 | Common Stock | 2,500 | 2,500 | D | |||||||
| Explanation of Responses: |
| 1. Reflects shares of common stock of the Company acquired under the terms of the Company's 401(k) Plan through ordinary course deferrals of compensation by the Reporting Person together with matching Company purchases of common stock of the Company, all in accordance with the terms of the Company's 401(k) Plan during the period April 1, 2017 through June 30, 2017. |
| 2. Reflects average purchase price for shares of common stock of the Company acquired under the terms of the Company's 401(k) Plan through ordinary course deferrals of compensation by the Reporting Person together with matching Company purchases of common stock of the Company, all in accordance with the terms of the Company's 401(k) Plan during the period April 1, 2017 through June 30, 2017. |
| 3. Reflects a sale of shares of common stock held for the benefit of the Reporting Person under the terms of the Company's 401(k) Plan in connection with a plan loan extended by the 401(k) Plan to the Reporting Person. The sale of shares by the Company's 401(k) Pan was the result of inadvertent administrative error. There were no short swing profits realized by the Reporting Person as a result of purchases of common stock of the Company made for the benefit of the Reporting Person during the six month period preceding the sale of shares of the Company's common stock in connection with the loan made by the Company's 401(k) Plan. |
| 4. Reflects shares of common stock of the Company acquired under the terms of the Company's 401(k) Plan through ordinary course deferrals of compensation by the Reporting Person together with matching Company purchases of common stock of the Company, all in accordance with the terms of the Company's 401(k) Plan. Short swing profits in the amount of $245.48 realized by the Reporting Person in connection with all 401(k) Plan purchases made on behalf of the Reporting Person during the six month period following the sale of shares of common stock of the Company in connection with the 401(k) Plan loan have been disgorged to the Company. |
| 5. Reflects a sale of shares of common stock held for the benefit of the Reporting Person under the terms of the Company's 401(k) Plan in connection with the recovery of the 401(k) plan loan set up fee from the Reporting Person's account under the Company's 401(k) Plan. The sale of shares by the Company's 401(k) Plan was the result of inadvertent administrative error. There were no short swing profits realized by the Reporting Person as a result of purchases of common stock of the Company made for the benefit of the Reporting Person under the Company's 401(k) Plan during the six month period preceding the sale of shares of the Company's common stock in connection with the recovery of the 401(k) plan loan set up fee from the Reporting Person's account under the terms of the Company's 401(k) Plan. |
| 6. Reflects shares of common stock of the Company acquired under the terms of the Company's 401(k) Plan in connection with the Reporting Person's repayment of the loan from the Company's 401(k) Plan. Short swing profits in the amount of $245.48 realized by the Reporting Person in connection with all 401(k) Plan purchases made on behalf of the Reporting Person during the six month period following the sale of shares of common stock of the Company in connection with the 401(k) Plan loan have been disgorged to the Company. |
| 7. Twenty-five percent (25%) of the total number of options granted vest and become exercisable on each anniversary grant date. |
| Remarks: |
| /s/ Paul J. Schulz, Attorney in Fact for Jeffrey J. Watorek | 02/13/2018 | |
| ** 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. | ||