Statement of Changes in Beneficial Ownership (4)
March 19 2021 - 1:17PM
Edgar (US Regulatory)
FORM 4
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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).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB Number:
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
*
Burns Patrick |
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) Chief Operating Officer |
(Last)
(First)
(Middle)
3556 LAKE SHORE ROAD, P.O. BOX 2028 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/18/2021 |
(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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Common Stock (1) | 3/18/2021 | | A | | 1143 | A | $0 | 1747 | D | |
Common Stock (2) | 3/18/2021 | | F | | 335 | D | $88.28 | 1412 | D | |
Restricted Stock Unit (LTIP 03/18/2019) (3) | 3/18/2021 | | D | | 1143 | D | $0 | 2286 | D | |
Common Stock (1) | 3/18/2021 | | A | | 2500 | A | $0 | 3912 | D | |
Common Stock (2) | 3/18/2021 | | F | | 733 | D | $88.28 | 3179 | D | |
Special Restricted Stock Unit (March 2019) (4) | 3/18/2021 | | D | | 2500 | D | $0 | 5000 | D | |
Performance Stock Unit (March 2019) | | | | | | | | 11787 | D | |
Performance Stock Unit (March 2020) | | | | | | | | 9001 | D | |
Performance Stock Unit (March 2021) | | | | | | | | 5110 | D | |
Restricted Stock Unit (LTIP 3/1/2021) | | | | | | | | 2300 | D | |
Restricted Stock Unit (LTIP 3/2/2020) | | | | | | | | 2775 | D | |
Special Performance Stock Unit (March 2020) | | | | | | | | 9000 | 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) (5) | (6) | | | | | | | (6) | (6) | Common Stock | 5092.51 | | 5092.51 | D | |
Restricted Stock Unit (2018 MSPP) (7) | (8) | | | | | | | (8) | (8) | Common Stock | 2755.21 | | 2755.21 | 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. |
(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 March 18th, 2020 and on each March 18th thereafter through March 18th, 2023. |
(4) | Represents special restricted stock units awarded to Reporting Person. Twenty-five percent (25%) of the total units awarded vest and are payable, solely in shares of common stock of the Company, on March 18th, 2020 and on each March 18th thereafter through March 18th, 2023. |
(5) | 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. |
(6) | 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. |
(7) | 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. |
(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. 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. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Burns Patrick 3556 LAKE SHORE ROAD P.O. BOX 2028 BUFFALO, NY 14219-0228 |
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| Chief Operating Officer |
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Signatures
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/s/ Jeffrey J. Watorek, Attorney-in-Fact for Patrick M. Burns | | 3/19/2021 |
**Signature of Reporting Person | Date |
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