Sec Form 4 Filing - Murphy Timothy F. @ GIBRALTAR INDUSTRIES, INC. - 2020-09-30

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
Murphy Timothy F.
2. Issuer Name and Ticker or Trading Symbol
GIBRALTAR INDUSTRIES, INC. [ ROCK]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Senior VP and CFO
(Last) (First) (Middle)
3556 LAKE SHORE ROAD, P. O. BOX 2028
3. Date of Earliest Transaction (MM/DD/YY)
09/30/2020
(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
Common Stock 21,756 D
Executive Retirement RSU 17,000 D
Performance Stock Unit (March 2019) 11,725 D
Performance Stock Units (March 2018) 11,168 D
Performance Stock Unit (March 2020) 8,220 D
Restricted Stock Unit (02/01/2017) 148 D
Restricted Stock Unit (LTIP 04/03/2017) 669 D
Restricted Stock Unit (LTIP 3/1/2018) 2,632 D
Restricted Stock Unit (LTIP 3/1/2019) 3,412 D
Restricted Stock Unit (LTIP 3/2/2020) 3,699 D
Special Performance Stock Unit (March 2020) 9,000 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 (2018 MSPP Match) ( 1 ) ( 2 ) 09/30/2020 A 168.19 ( 2 ) ( 2 ) Common Stock 168.19 $ 0 5,292.47 D
Restricted Stock Unit (2018 MSPP) ( 3 ) ( 4 ) 09/30/2020 A 420.47 ( 4 ) ( 4 ) Common Stock 420.47 $ 59 10,217.9 D
Option (April 2017) ( 5 ) $ 39.55 04/03/2020 04/03/2027 Common Stock 5,000 5,000 D
Restricted Stock Unit (MSPP Match Post-2012) ( 6 ) ( 7 ) ( 7 ) ( 7 ) Common Stock 17,676.58 17,676.58 D
Restricted Stock Unit (MSPP Match) ( 8 ) ( 9 ) ( 9 ) ( 9 ) Common Stock 3,208.76 3,208.76 D
Restricted Stock Unit (MSPP Post-2012) ( 10 ) ( 11 ) ( 11 ) ( 11 ) Common Stock 26,097.47 26,097.47 D
Restricted Stock Unit (MSPP) ( 12 ) ( 13 ) ( 13 ) ( 13 ) Common Stock 8,056.93 8,056.93 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Murphy Timothy F.
3556 LAKE SHORE ROAD
P. O. BOX 2028
BUFFALO, NY14219-0228
Senior VP and CFO
Signatures
/s/ Jeffrey J. Watorek, Attorney-in-Fact for Timothy F. Murphy 10/02/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents matching restricted stock units allocated to the Reporting Person with respect to the Reporting Person's deferral of a portion of their annual base salary and annual cash incentive compensation pursuant to the Company's 2018 Management Stock Purchase Plan.
( 2 )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 of one share of the Company's common stock, as defined in the Company's 2018 Management Stock Purchase Plan, on the date of termination of the Reporting Person's service as an officer of the Company.
( 3 )Represents restricted stock units allocated to the Reporting Person with respect to the Reporting Person's deferral of a portion of their annual base salary and annual cash incentive compensation pursuant to the Company's 2018 Management Stock Purchase Plan.
( 4 )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 of one share of the Company's common stock, as defined in the Company's 2018 Management Stock Purchase Plan, on the date of termination of the Reporting Person's service as an officer of the Company.
( 5 )Options granted to Reporting Person which provide the Reporting Person with the right to purchase up to 5,000 shares of common stock of the Registrant at the exercise price.
( 6 )Represents matching restricted stock units allocated to the Reporting Person after 2012 with respect to the Reporting Person's deferral of a portion of their annual base salary and annual cash incentive compensation pursuant to the Company's Management Stock Purchase Plan.
( 7 )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.
( 8 )Represents matching restricted stock units allocated to the Reporting Person prior to 2013 pursuant to the Company's Management Stock Purchase Plan equal in number to restricted stock units allocated to reflect the Reporting Person's deferral of a portion of his annual incentive compensation award.
( 9 )Restricted stock units are forfeited if employment is terminated prior to age sixty (60). If employment continues through age sixty (60), restricted stock units are payable solely in cash in five (5) consecutive substantially equal annual installments beginning six (6) months following termination of employment. 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 the Reporting Person's employment is terminated.
( 10 )Represents restricted stock units allocated to the Reporting Person after 2012 with respect to the Reporting Person's deferral of a portion of their annual base salary and annual cash incentive compensation pursuant to the Company's Management Stock Purchase Plan.
( 11 )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.
( 12 )Represents restricted stock units allocated to Reporting Person prior to 2013 pursuant to the Company's Management Stock Purchase Plan reflecting deferred annual incentive compensation awards.
( 13 )Restricted stock units are payable solely in cash in five (5) consecutive, substantially equal annual installments beginning the first January 1 occurring six (6) months following termination of employment. 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 the Reporting Person's employment is terminated.

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).

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