Timothy F. Murphy Form 4 GIBRALTAR INDUSTRIES / Timothy F. Murphy ownership change

SEC Form 4

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^*

Murphy Timothy F.

(Last) (First) (Middle)

3556 LAKE SHORE ROAD

P.O. BOX 2028

(Street)

BUFFALO NY 14219-0228

(City) (State) (Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
01/02/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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	01/02/2018		A		575(1)	A	$0.00(1)	10,308	D
Common Stock	01/02/2018		F		313(2)	D	$33.7(2)	9,995	D
Restricted Stock Unit (LTIP 01/02/2014)(3)	01/02/2018		D		254(4)	D	$0.00(4)	0.00	D
Restricted Stock Unit (LTIP 01/02/2015)(5)	01/02/2018		D		321(4)	D	$0.00(4)	322	D
Discretionary Restricted Stock Unit (February 2016)								3,000	D
Executive Retirement RSU								17,000	D
Performance Stock Unit (April 2017)								3,243	D
Performance Stock Unit (February 2017)								3,554	D
Restricted Stock Unit (02/01/2017)								592	D
Restricted Stock Unit (LTIP 02/01/2016)								874	D
Restricted Stock Unit (LTIP 04/03/2017)								2,674	D
Special Performance Units (April 2017)								5,000	D
Special Restricted Stock Units (April 2017)								5,000	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 (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
Option (April 2017)	$39.55							04/03/2020	04/03/2027	Common Stock	5,000		5,000	D
Performance Units (2016)	(6)							(6)	(6)	Common Stock	11,856		11,856	D
Performance Units 2015	(7)							(7)	(7)	Common Stock	16,600		16,600	D
Restricted Stock Unit (MSPP Match Post-2012)	(8)							(8)	(8)	Common Stock	8,823		8,823	D
Restricted Stock Unit (MSPP Match)	(9)							(9)	(9)	Common Stock	3,208.76		3,208.76	D
Restricted Stock Unit (MSPP Post-2012)	(10)							(10)	(10)	Common Stock	13,433.78		13,433.78	D
Restricted Stock Unit (MSPP)	(11)							(11)	(11)	Common Stock	8,056.93		8,056.93	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. This transaction is representative of the total number of shares of common stock retained by the Company for withholding tax purposes in connection with the conversion of restricted stock units awarded on each of January 2, 2014, and January 2, 2015, into common stock of the Company.

3. 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 January 2, 2015 and on each January 2 thereafter through January 2, 2018.

4. 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 each anniversary of the award date.

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 January 2, 2016 and on each January 2 thereafter through January 2, 2019.

6. 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.

7. 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.

8. 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.

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. 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.

11. 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.

Remarks:

	/s/ Paul J. Schulz, Attorney in Fact for Timothy F. Murphy	01/04/2018
	** 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).
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