Statement of Changes in Beneficial Ownership (4)
February 25 2021 - 2:58PM
Edgar (US Regulatory)
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 OF SECURITIES
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3235-0287
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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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1. Name and Address of Reporting Person
*
Syvrud Cherri |
2. Issuer Name and Ticker or Trading Symbol
GIBRALTAR INDUSTRIES, INC.
[
ROCK
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Senior Vice President |
(Last)
(First)
(Middle)
3556 LAKE SHORE ROAD, P.O. BOX 2028 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/24/2021 |
(Street)
BUFFALO, NY 14219-0228
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Performance Stock Unit (March 2020) (1) | 2/24/2021 | | A | | 544 (2) | A | $0 | 6269 | D | |
Common Stock | | | | | | | | 2883 | D | |
Common Stock | | | | | | | | 220.574 | I | 401(k) |
Performance Stock Unit (March 2019) | | | | | | | | 8294 | D | |
Performance Stock Units (March 2018) | | | | | | | | 7732 | D | |
Restricted Stock Unit (LTIP 3/1/2019) | | | | | | | | 1341 | D | |
Restricted Stock Units (LTIP 3/1/2018) | | | | | | | | 1012 | D | |
Restricted Stock Unit (LTIP 3/2/2020) | | | | | | | | 1431 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 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) (3) | (4) | | | | | | | (4) | (4) | Common Stock | 1507.93 | | 1507.93 | D | |
Restricted Stock Unit (MSPP Match Post-2012) (5) | (6) | | | | | | | (6) | (6) | Common Stock | 2655.5 | | 2655.5 | D | |
Restricted Stock Unit (MSPP Post-2012) (7) | (8) | | | | | | | (8) | (8) | Common Stock | 2655.5 | | 2655.5 | D | |
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 2020. 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 2, 2020 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 2020. The Compensation Committee has reviewed and confirmed the Company's calculation of Return on Invested Capital for 2020 as compared to target and approved the resulting increase in the number of Performance Units. |
(3) | 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. |
(4) | 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. |
(5) | Represents matching restricted stock units allocated to the Reporting Person after 2012 with respect to the Reporting Person's deferral of a portion of her annual cash incentive compensation pursuant to the Company's Management Stock Purchase Plan. |
(6) | 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. |
(7) | Represents restricted stock units allocated to the Reporting Person after 2012 with respect to the Reporting Person's deferral of a portion of her annual cash incentive compensation pursuant to the Company's Management Stock Purchase Plan. |
(8) | 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. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Syvrud Cherri 3556 LAKE SHORE ROAD P.O. BOX 2028 BUFFALO, NY 14219-0228 |
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| Senior Vice President |
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Signatures
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/s/ Jeffrey J. Watorek, Attorney-in-Fact for Cherri Syvrud | | 2/25/2021 |
**Signature of Reporting Person | Date |
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