SEC Form 4 · accession 0001562180-15-001143
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
Frank Heard
Officer — President and CEO · Director
Period of report
Dec 29, 2015
Accepted (ET)
Dec 31, 2015 · 2:15 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 | Dec 29, 2015 | A | 6,303 | $0.00 | A | 8,930 | D | |
| Common StockF2 | Dec 29, 2015 | D | 3,697 | $25.45 | D | 5,233 | D | |
| Restricted Stock Unit (LTIP 12/29/2014)F3,F4 | Dec 29, 2015 | D | 10,000 | $0.00 | D | 40,000 | D | |
| Common Stock | holding | — | — | — | 2,627 | D | ||
| Restricted Stock Unit (LTIP 01/02/2015) | holding | — | — | — | 19,185 | D | ||
| Restricted Stock Unit (LTIP 06/11/2014) | holding | — | — | — | 12,508 | D | ||
| Restricted Stock Unit (LTIP 12/29/2014) | holding | — | — | — | 50,000 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance Units 2015F5,F6 | — | holding | — | — | — | — | — | Common Stock | 34,413 | 34,413 | D |
| Restricted Stock Unit (MSPP Match Post-2012)F7,F8 | — | holding | — | — | — | — | — | Common Stock | 8,341 | 8,341 | D |
| Restricted Stock Unit (MSPP Post-2012)F9,F10 | — | holding | — | — | — | — | — | Common Stock | 13,549 | 13,549 | D |
Explanation of responses
- F1Represents net shares of common stock acquired on the conversion of restricted stock units awarded as part of the Company 's Long Term Incentive Plan into common stock upon vesting.
- F10Restricted 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.
- 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.
- 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 percent (20%) of the total units awarded vest and are payable, solely in shares of common stock of the Company on each anniversary of the December 29, 2014 award date.
- F4Represents remaining restricted stock units awarded on December 29, 2014 as part of the Company 's Long Term Incentive Plan. Twenty percent (20%) of the total units awarded vest and are payable, solely in shares of the Company on each anniversary of the December 29, 2014 award date.
- F5Represents 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 2015. 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.
- F6Performance 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.
- F7Represents matching restricted stock units allocated to the Reporting Person after 2012 with respect to the Reporting Person's deferral of a portion of his base salary pursuant to the Company's Management Stock Purchase Plan.
- F8Restricted 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.
- F9Represents restricted stock units allocated to the Reporting Person after 2012 with respect to the Reporting Person's deferral of a portion of his base salary pursuant to the Company's Management Stock Purchase Plan.