SEC Form 4 · accession 0001562180-16-001269
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 31, 2015
Accepted (ET)
Jan 5, 2016 · 7:14 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 |
|---|---|---|---|---|---|---|---|---|
| Performance Stock Unit (December 2015)F1 | Dec 31, 2015 | A | 50,000 | $0.00 | A | 50,000 | D | |
| Restricted Stock Units (December 2015)F2 | Dec 31, 2015 | A | 25,000 | $0.00 | A | 25,000 | D | |
| Common StockF3 | Jan 2, 2016 | A | 2,777 | $0.00 | A | 8,010 | D | |
| Common StockF4 | Jan 2, 2016 | D | 2,019 | $25.44 | D | 5,991 | D | |
| Restricted Stock Unit (LTIP 01/02/2015)F5,F6 | Jan 2, 2016 | D | 4,796 | $0.00 | D | 14,389 | D | |
| Common Stock | holding | — | — | — | 5,233 | 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 | — | — | — | 40,000 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Option (December 2015)F7,F8 | $25.44 | Dec 31, 2015 | A | 25,000 | A | Dec 31, 2018 | Dec 31, 2028 | Common Stock | 25,000 | 25,000 | D |
| Restricted Stock Unit (MSPP Match Post-2012)F9,F10 | — | Dec 31, 2015 | A | 955 | A | — | — | Common Stock | 955 | 9,296 | D |
| Restricted Stock Unit (MSPP Post-2012)F11,F12 | — | Dec 31, 2015 | A | 1,909 | A | — | — | Common Stock | 1,909 | 15,459 | D |
| Performance Units 2015F13,F14 | — | holding | — | — | — | — | — | Common Stock | 34,413 | 34,413 | D |
Explanation of responses
- F1Represents Performance Stock Units issued to Reporting Person. Performance Stock Units are converted to shares of common stock of the Registrant provided that the Reporting Person is employed by the Registrant at the end of the three (3) year performance period beginning January 1, 2016 and ending December 31, 2018. The number of shares into which the Performance Stock Units are converted, if any, is dependent upon achievement of a specified total shareholder return for the performance period and may not exceed 75,000 shares.
- F10Restricted 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.
- F11Represents 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.
- F12Restricted 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.
- F13Represents 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.
- F14Performance 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.
- F2Represents Restricted Stock Units issued to Reporting Person. Restricted Stock Units are converted to shares of common stock of the Registrant provided that the Reporting Person is employed by the Registrant at the end of the three (3) year vesting period beginning January 1, 2016 and ending December 31, 2018.
- F3Represents net shares of common stock acquired upon conversion of restricted stock units awarded as part of the Company 's Long Term Incentive Plan into common stock upon vesting.
- F4Represents 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.
- F5Represents 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 2, 2015 award date.
- F6Represents remaining restricted stock units awarded on January 2, 2015 as part of the Company 's Long Term Incentive Plan. Twenty-five (25%) of the total units awarded vest and are payable, solely in shares of the Company on each anniversary of the January 2, 2015 award date.
- F7Option granted to Reporting Person provides Reporting Person the right to purchase up to 25,000 shares of common stock of the Registrant at the exercise price.
- F8The Reporting Person's right to purchase shares of common stock of the Registrant pursuant to the option is forfeited if the Reporting Person's employment with the Registrant is terminated for any reason other than death or disability prior to December 31, 2018.
- F9Represents 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.