SEC Form 4 · accession 0001562180-17-000197
GIBRALTAR INDUSTRIES, INC. · ROCK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Kenneth Walter Smith
Officer — Senior VP & CFO
Period of report
Jan 3, 2017
Accepted (ET)
Jan 5, 2017 · 7:18 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 3, 2017 | A | 7,392 | $0.00 | A | 60,156 | D | |
| Common StockF2 | Jan 3, 2017 | F | 3,823 | $41.65 | D | 56,333 | D | |
| Restricted Stock Unit (LTIP 01/02/2013)F3,F4 | Jan 3, 2017 | D | 2,387 | $0.00 | D | 0 | D | |
| Restricted Stock Unit (LTIP 01/02/2014)F3,F5 | Jan 3, 2017 | D | 2,290 | $0.00 | D | 2,291 | D | |
| Restricted Stock Unit (LTIP 01/02/2015)F3,F6 | Jan 3, 2017 | D | 2,715 | $0.00 | D | 5,432 | D | |
| Common Stock | holding | — | — | — | 52,764 | D | ||
| Executive Retirement RSU | holding | — | — | — | 10,000 | D | ||
| Performance Stock Units (December 2015) | holding | — | — | — | 25,000 | D | ||
| Restricted Stock Unit (LTIP 02/01/2016) | holding | — | — | — | 8,825 | D | ||
| Restricted Stock Unit (Retirement Supplement) | holding | — | — | — | 20,000 | D | ||
| Restricted Stock Units (December 2015) | holding | — | — | — | 12,500 | 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 | $25.44 | holding | — | — | — | Dec 31, 2018 | Dec 31, 2028 | Common Stock | 12,500 | 12,500 | D |
| Performance Units (2016)F8,F9 | — | holding | — | — | — | — | — | Common Stock | 16,632 | 16,632 | D |
| Performance Units 2015F10,F11 | — | holding | — | — | — | — | — | Common Stock | 51,956 | 51,956 | D |
| Restricted Stock Unit (MSPP Match Post-2012)F12,F13 | — | holding | — | — | — | — | — | Common Stock | 47,264 | 47,264 | D |
| Restricted Stock Unit (MSPP Match)F14,F15 | — | holding | — | — | — | — | — | Common Stock | 40,032 | 40,032 | D |
| Restricted Stock Unit (MSPP Post-2012)F16,F17 | — | holding | — | — | — | — | — | Common Stock | 66,826 | 66,826 | D |
| Restricted Stock Unit (MSPP)F18,F19 | — | holding | — | — | — | — | — | Common Stock | 49,882 | 49,882 | 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. This transaction is representative of the cumulative vesting of restricted stock units awarded on each of January 2, 2013, January 2, 2014, and January 2, 2015.
- F10Represents 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.
- F11Performance 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.
- F12Represents 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.
- F13Restricted 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.
- F14Represents matching restricted stock units allocated to the Reporting Person prior to 2013 pursuant to the Company's Management Stock Purchase Plan equal in number to restricted stock units allocated to reflect the Reporting Person's deferral of a portion of his base salary.
- F15Restricted 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.
- F16Represents 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.
- F17Restricted 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.
- F18Represents restricted stock units allocated to the Reporting Personprior to 2013 pursuant to the Company's Management Stock Purchase Plan to reflect the Reporting Person's deferral of a portion of his annual director retainer fee.
- F19Restricted 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.
- 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. This transaction is representative of the total number of shares of common stock retained by the Company for withholding tax purposes in connection with the conversion of restricted stock units awarded on each of January 2, 2013, January 2, 2014, and January 2, 2015, into common stock of the Company.
- 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 award date.
- F4Represents remaining restricted stock units awarded on January 2, 2013 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 award date.
- F5Represents remaining restricted stock units awarded on January 2, 2014 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 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 award date.
- F7Options granted to Reporting Person provides Reporting Person the right to purchase up to 12,500 shares of common stock of the Registrant at the exercise price.
- F8Represents 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 2016. 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.
- F9Performance 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.