Sec Form 4 Filing - Nish James B @ GIBRALTAR INDUSTRIES, INC. - 2020-05-06

Insider filing report for Changes in Beneficial Ownership
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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
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1. Name and Address of Reporting Person
Nish James B
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
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
3556 LAKE SHORE ROAD, P.O. BOX 2028
3. Date of Earliest Transaction (MM/DD/YY)
05/06/2020
(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
Deferred Stock Units ( 1 ) 05/06/2020 A 2,067 A $ 45.98 8,603 D
Common Stock 2,503 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
Restricted Stock Unit (MSPP Match Post-2012) ( 2 ) ( 3 ) ( 3 ) ( 3 ) Common Stock 587.89 587.89 D
Restricted Stock Unit (MSPP Post-2012) ( 4 ) ( 5 ) ( 5 ) ( 5 ) Common Stock 3,852.23 3,852.23 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Nish James B
3556 LAKE SHORE ROAD
P.O. BOX 2028
BUFFALO, NY14219-0228
X
Signatures
/s/ Jeffrey J. Watorek, Attorney-in-Fact for James B. Nish 05/08/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents shares of common stock which the Reporting Person is entitled to receive annually pursuant to the compensation program in effect for non-employee directors. Pursuant to the Company's Non-Employee Director Stock Deferral Plan, the Reporting Person has irrevocably elected to defer his receipt of the shares of common stock represented by the Deferred Stock Units. Six (6) months following termination of the Reporting Person's service as a Member of the Company's Board of Directors, shares of common stock represented by the Deferred Stock Units are issued to the Reporting Person in one lump sum or in five (5) or ten (10) substantially equal installments, whichever is elected by the Reporting Person.
( 2 )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 retainer fee pursuant to the Company's Management Stock Purchase Plan.
( 3 )Restricted stock units are forfeited if Reporting Person's service as a director of the Company is terminated prior to age sixty (60). If service as a director 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 a director of the Company.
( 4 )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 director meeting fees and his annual director retainer fee.
( 5 )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 a director 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 a director of the Company.

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