SEC Form 4 · accession 0001562180-16-001558
GIBRALTAR INDUSTRIES, INC. · ROCK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Timothy F. Murphy
Officer — VP, Treasurer and Secretary
Period of report
Feb 5, 2016
Accepted (ET)
Feb 9, 2016 · 4:28 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 Stock | holding | — | — | — | 9,095 | D | ||
| Executive Retirement RSU | holding | — | — | — | 17,000 | D | ||
| Restricted Stock Unit (LTIP 01/02/2013) | holding | — | — | — | 243 | D | ||
| Restricted Stock Unit (LTIP 01/02/2014) | holding | — | — | — | 508 | D | ||
| Restricted Stock Unit (LTIP 01/02/2015) | holding | — | — | — | 964 | D | ||
| Restricted Stock Unit (LTIP 02/01/2016) | holding | — | — | — | 1,165 | 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 2013F1,F2 | — | Feb 5, 2016 | D | 3,398 | D | — | — | Common Stock | 0 | 0 | D |
| Performance Units (2016)F3 | — | holding | — | — | — | — | — | Common Stock | 2,530 | 2,530 | D |
| Performance Units 2015F4 | — | holding | — | — | — | — | — | Common Stock | 8,300 | 8,300 | D |
| Restricted Stock Unit (MSPP Match Post-2012)F5 | — | holding | — | — | — | — | — | Common Stock | 4,421 | 4,421 | D |
| Restricted Stock Unit (MSPP Match)F6 | — | holding | — | — | — | — | — | Common Stock | 3,209 | 3,209 | D |
| Restricted Stock Unit (MSPP Post-2012)F7 | — | holding | — | — | — | — | — | Common Stock | 7,565 | 7,565 | D |
| Restricted Stock Unit (MSPP)F8 | — | holding | — | — | — | — | — | Common Stock | 8,057 | 8,057 | D |
| September 2006 Management OptionF9 | $23.54 | holding | — | — | — | — | Sep 14, 2016 | Common Stock | 3,000 | 3,000 | D |
| September 2007 Management OptionF9 | $18.78 | holding | — | — | — | — | Sep 14, 2017 | Common Stock | 3,000 | 3,000 | D |
| September 2008 Management OptionF9 | $22.16 | holding | — | — | — | — | Sep 10, 2018 | Common Stock | 3,000 | 3,000 | D |
Explanation of responses
- F1Represents 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 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.
- F2Performance Units vest and are paid at the end of three (3) consecutive calendar year periods 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.
- F3Performance Units vest and are paid at the end of the three (3) consecutive calendar year periods ending December 31, 2018 or, if earlier, upon death, disability or retirement. Performance Units are forfeited if employment is terminated before December 31, 2018 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, 2018, or if applicable, as of the Reporting Person's death, disability or retirement.
- F4Performance 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.
- F5Restricted 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.
- F6Restricted stock units are forfeited if employment is terminated prior to age sixty (60). If employment continues through age sixty (60), restricted stock units are payable solely in cash in five (5) consecutive substantially equal annual installments beginning six (6) months following termination of employment. 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 the Reporting Person's employment is terminated.
- F7Restricted 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.
- F8Restricted stock units are payable solely in cash in five (5) consecutive, substantially equal annual installments beginning six (6) months following termination of employment. 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 the Reporting Person's employment is terminated.
- F9Twenty-five percent (25%) of the total number of options granted vest and become exercisable on each anniversary grant date.