SEC Form 4 · accession 0001225208-15-001024
GIBRALTAR INDUSTRIES, INC. · ROCK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).
Reporting owner
Brian J Lipke
Director
Period of report
Jan 5, 2015
Accepted (ET)
Jan 7, 2015 · 6:10 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000912562
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Jan 5, 2015 | A | 15,413 | $0.00 | A | 236,608 | D | |
| Common StockF2 | Jan 5, 2015 | D | 5,977 | $15.95 | D | 230,631 | D | |
| Restricted Stock Unit (LTIP 01/03/2011F3,F4 | Jan 5, 2015 | A | 15,413 | $0.00 | D | 0 | D | |
| Restricted Stock Unit (Retirement Supplement)F5 | holding | — | — | — | 150,000 | D | ||
| Common StockF6 | holding | — | — | — | 896,040 | I | Bonneville Trust | |
| Common StockF7 | holding | — | — | — | 10,800 | I | By Children | |
| Common StockF8 | holding | — | — | — | 9,407 | I | Carlisle Lipke-Ricci Trust | |
| Common Stock | holding | — | — | — | 14,612 | I | Corvette Trust | |
| Common StockF9 | holding | — | — | — | 8,909 | I | Elissa Kristina Lipke Trust | |
| Common StockF10 | holding | — | — | — | 1,275 | I | Eric R. Lipke C/F Elissa Lipke UTMA | |
| Common StockF10 | holding | — | — | — | 1,275 | I | Eric R. Lipke C/F Katherine V. Lipke UTMA | |
| Common StockF11 | holding | — | — | — | 5,235 | I | Gibraltar Industries, Inc. 401(k) Savings Plan | |
| Common StockF12 | holding | — | — | — | 2,077 | I | Jonathan Solomon UGMANY Trust | |
| Common StockF13 | holding | — | — | — | 10,507 | I | Katherine Victoria Lipke Trust | |
| Common StockF14 | holding | — | — | — | 5,220 | I | Katherine Victoria Lipke UGMANY Trust | |
| Common StockF15 | holding | — | — | — | 91,320 | I | Ken Lipke Trust No. 2 (BJL subtrust) | |
| Common StockF16 | holding | — | — | — | 45,000 | I | Ken Lipke Trust No. 2 (MAL subtrust) | |
| Common StockF17 | holding | — | — | — | 2,100 | I | Minor Children | |
| Common StockF18 | holding | — | — | — | 28,267 | I | Testamentary Trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance UnitsF19,F20 | — | holding | — | — | — | — | — | Common Stock | 33,799 | 33,799 | D |
| Performance Units 2013F21,F22 | — | holding | — | — | — | — | — | Common Stock | 28,885 | 28,885 | D |
| Performance Units 2014F23,F24 | — | holding | — | — | — | — | — | Common Stock | 49,605 | 49,605 | D |
Explanation of responses
- F1Represents the conversion of restricted stock units awarded as part of the Company 's Long Term Incentive Plan into common stock upon vesting.
- F10Represents shares of common stock held in trust under the New York Uniform Transfers to Minors Act for the benefit of Reporting Person's child of which Reporting Person's sibling is custodian and as to which shares Reporting Person disclaims beneficial ownership.
- F11Represents the number of units held by the reporting person in the unitized stock fund of the Company's 401(k) Savings Plan. The unitized stock fund consists of stock of the Company and cash and other short term investments. The number of shares of stock represented by each unit fluctuates depending on the ratio of the number of shares of stock of the Company in the fund to other investments. The number of shares represented by each unit cannot be precisely determined.
- F12Represents shares of common stock held in trust under the New York Uniform Gift to Minors Act for the benefit of the husband of the Reporting Person's niece of which Reporting Person is custodian and as to which shares Reporting Person disclaims beneficial ownership (Jonathan Solomon).
- F13Represents shares of common stock held by a trust for the benefit of a child of the Reporting Person (Katherine Victoria).
- F14Represents shares of common stock held in trust under the New York Uniform Gift to Minors Act for the benefit of a child of the Reporting Person.
- F15Represents shares of common stock held by a trust for the benefit of Reporting Person of which the Reporting Person serves as one of five trustees and shares voting and investment power.
- F16Represents shares of common stock held by a trust for one of Reporting Person's siblings, of which the Reporting Person serves as one of five trustees and shares voting and investment power and as to which shares he disclaims beneficial ownership.
- F17Represents shares of common stock held by each of Reporting Person's two minor children who reside in Reporting Person's household.
- F18Represents shares of common stock held by a trust created under the Last Will and Testament of Kenneth E. Lipke for the benefit of the mother of Reporting Person as to which trust Reporting Person serves as one of three trustees and shares voting and investment power and as to which shares he disclaims beneficial ownership.
- F19Represents Performance Units which will be awarded to the Reporting Person under the Company's Equity Stock Incentive Plan upon achievement of the targeted total shareholder return for a designated performance period. 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.
- F2Represents 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.
- F20Performance Units vest and are paid at the end of the three (3) consecutive calendar year period ending December 31, 2014 or, if earlier, upon death, disability or retirement. Performance Units are forfeited if employment is terminated before December 31, 2014 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, 2014 or, if applicable, death, disability or retirement.
- F21Represents Performance Units which will be awarded to the Reporting Person under the Company's Equity Stock Incentive Plan upon achievement of the targeted return on invested capital for 2013. 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.
- F22Performance Units vest and are paid at the end of the three (3) consecutive calendar year period ending December 31, 2015 or, if earlier, upon death, disability or retirement. Performance Units are forfeited if employment is terminated before December 31, 2015 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, 2015 or, if applicable, death, disability or retirement.
- F23Represents 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 2014. 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.
- F24Performance Units vest and are paid at the end of three (3) consecutive calendar year periods ending December 31, 2016 or, if earlier, upon death, disability or retirement. Performance Units are forfeited if employment is terminated before December 31, 2016 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, 2016, or if applicable, death, disability or retirement.
- F3Represents the conversion of restricted stock units to shares of common stock upon vesting of 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 January 3, 2011 award date.
- F4Represents 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 3, 2012 and on each January 3rd thereafter through January 3, 2015.
- F5Represents restricted stock units awarded as a supplemental retirement benefit that vest and are payable solely in common stock of the Company upon the Reporting Person's retirement at or after age sixty (60).
- F6Represents shares of common stock held by a trust for the benefit of Reporting Person of which he serves as one of three trustees and shares voting and investment power.
- F7Represents shares of common stock held by each of Reporting Person's two children who reside in Reporting Person's household.
- F8Represents shares of common stock held by a trust for the benefit of a child (Carlisle Lipke-Ricci) of one of Reporting Person's siblings, of which the Reporting Person serves as one of four trustees and shares voting and investment power and as to which shares he disclaims beneficial ownership.
- F9Represents shares of common stock held by a trust for the benefit of a child of the Reporting Person (Elissa Kristina).
Remarks
lipkebjv2.htm