Sec Form 4 Filing - Heard Frank @ GIBRALTAR INDUSTRIES, INC. - 2020-02-27

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Heard Frank 2. Issuer Name and Ticker or Trading Symbol GIBRALTAR INDUSTRIES, INC. [ ROCK] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Vice Chairman of the Board (Last) (First) (Middle) 3556 LAKE SHORE ROAD, P.O. BOX 2028 3. Date of Earliest Transaction (MM/DD/YY) 02/27/2020 (Street) BUFFALO, NY14219-0228 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 Performance Stock Unit (March 2019) ( 1 ) 02/27/2020 A 6,312 ( 2 ) A $ 0 45,760 D Common Stock ( 3 ) 03/01/2020 A 10,495 A $ 0 143,569 D Common Stock ( 4 ) 03/01/2020 F 4,893 D $ 50.67 138,676 D Restricted Stock Unit (LTIP 3/1/2018) ( 5 ) 03/01/2020 D 10,495 D $ 0 20,990 D Common Stock ( 3 ) 03/01/2020 A 8,629 A $ 0 147,305 D Common Stock ( 4 ) 03/01/2020 F 4,226 D $ 50.67 143,079 D Restricted Stock Unit (LTIP 3/1/2019) ( 6 ) 03/01/2020 D 8,629 D $ 0 25,888 D Common Stock ( 7 ) 03/01/2020 A 9,217 A $ 0 152,296 D Common Stock ( 8 ) 03/01/2020 F 4,297 D $ 50.67 147,999 D Performance Stock Unit (February 2017) ( 9 ) 03/01/2020 D 9,217 D $ 0 0 D Performance Stock Unit (March 2018) 45,817 D Restricted Stock Unit (LTIP 02/01/2017) 4,182 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 (December 2015) ( 10 ) $ 25.44 12/31/2018( 11 ) 12/31/2025 Common Stock 25,000 25,000 D Option (February 2017) ( 12 ) $ 43.05 02/01/2020( 11 ) 02/01/2027 Common Stock 20,000 20,000 D Restricted Stock Unit (2018 MSPP Match) ( 13 ) ( 14 ) ( 14 ) ( 14 ) Common Stock 1,907.91 1,907.91 D Restricted Stock Unit (2018 MSPP) ( 15 ) ( 16 ) ( 16 ) ( 16 ) Common Stock 4,769.78 4,769.78 D Restricted Stock Unit (MSPP Match Post-2012) ( 17 ) ( 18 ) ( 19 ) ( 19 ) ( 19 ) Common Stock 96,908.41 96,908.41 D Restricted Stock Unit (MSPP Post-2012) ( 20 ) ( 21 ) ( 22 ) ( 22 ) ( 22 ) Common Stock 137,877.04 137,877.04 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Heard Frank 3556 LAKE SHORE ROAD P.O. BOX 2028 BUFFALO, NY14219-0228 X Vice Chairman of the Board Signatures /s/ Jeffrey J. Watorek, Attorney-in-Fact for Frank Heard 03/02/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )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. ( 3 )Represents the conversion of restricted stock units awarded as part of the Company 's Long Term Incentive Plan into common stock upon vesting. ( 4 )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. ( 5 )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. ( 6 )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. ( 7 )Represents the conversion of performance stock units to shares of common stock upon vesting. ( 8 )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. ( 9 )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. ( 10 )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. ( 11 )The Reporting Person's right to purchase shares of common stock of the Registrant pursuant to the option is now exercisable. ( 12 )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. ( 13 )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. ( 14 )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. ( 15 )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. ( 16 )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. ( 17 )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. ( 18 )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. ( 19 )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. ( 20 )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. ( 21 )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. ( 22 )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.

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.