SEC Form 4 · accession 0001562180-17-000498
GIBRALTAR INDUSTRIES, INC. · ROCK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Frank Heard
Officer — President and CEO · Director
Period of report
Feb 1, 2017
Accepted (ET)
Feb 3, 2017 · 6:28 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 StockF1 | Feb 1, 2017 | A | 4,772 | $0.00 | A | 26,125 | D | |
| Common StockF2 | Feb 1, 2017 | F | 2,461 | $43.05 | D | 23,664 | D | |
| Performance Stock Unit (February 2017)F3 | Feb 1, 2017 | A | 29,733 | $0.00 | A | 29,733 | D | |
| Restricted Stock Unit (LTIP 02/01/2016)F4,F1,F5 | Feb 1, 2017 | D | 4,772 | $43.05 | D | 14,318 | D | |
| Restricted Stock Unit (LTIP 02/01/2017)F5 | Feb 1, 2017 | A | 16,725 | $0.00 | A | 16,725 | D | |
| Restricted Stock Units (February 2017)F6 | Feb 1, 2017 | A | 20,000 | $0.00 | A | 20,000 | D | |
| Special Performance Stock Unit (February 2017)F7 | Feb 1, 2017 | A | 20,000 | $0.00 | A | 20,000 | D | |
| Performance Stock Unit (December 2015) | holding | — | — | — | 50,000 | D | ||
| Restricted Stock Unit (LTIP 01/02/2015) | holding | — | — | — | 9,593 | D | ||
| Restricted Stock Unit (LTIP 06/11/2014) | holding | — | — | — | 8,339 | D | ||
| Restricted Stock Unit (LTIP 12/29/2014) | holding | — | — | — | 30,000 | D | ||
| Restricted Stock Units (December 2015) | holding | — | — | — | 25,000 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Option (February 2017)F8,F9 | $43.05 | Feb 1, 2017 | A | 20,000 | A | Feb 1, 2020 | Feb 1, 2027 | Common Stock | 20,000 | 20,000 | D |
| Option (December 2015) | $25.44 | holding | — | — | — | Dec 31, 2018 | Dec 31, 2025 | Common Stock | 25,000 | 25,000 | D |
| Performance Units (2016)F10 | — | holding | — | — | — | — | — | Common Stock | 27,964 | 27,964 | D |
| Performance Units 2015F11 | — | holding | — | — | — | — | — | Common Stock | 68,826 | 68,826 | D |
| Restricted Stock Unit (MSPP Match Post-2012)F12 | — | holding | — | — | — | — | — | Common Stock | 49,111 | 49,111 | D |
| Restricted Stock Unit (MSPP Post-2012)F13 | — | holding | — | — | — | — | — | Common Stock | 70,439 | 70,439 | D |
Explanation of responses
- F1Represents 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 February 1, 2016 award date.
- F10Performance 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.
- 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.
- F12Restricted 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.
- F13Restricted 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 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 2017. 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.
- 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 February 1, 2017 and on each February 1st thereafter through February 1st, 2020.
- F5Represents restricted stock units awarded on February 1, 2017 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 February 1, 2017 award date.
- F6Represents 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 February 1, 2017 and ending January 31, 2020.
- F7Represents 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 February 1, 2017 and ending January 31, 2020. 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 30,000 shares.
- F8Options granted to Reporting Person provides Reporting Person the right to purchase up to 20,000 shares of common stock of the Registrant at the exercise price.
- F9The 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 January 31, 2020.