SEC Form 4 · accession 0001562180-17-000778
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
Feb 15, 2017
Accepted (ET)
Feb 17, 2017 · 5:26 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 | — | — | — | 57,414 | D | ||
| Executive Retirement RSU | holding | — | — | — | 10,000 | D | ||
| Performance Stock Units (December 2015) | holding | — | — | — | 25,000 | D | ||
| Restricted Stock Unit (LTIP 01/02/2014) | holding | — | — | — | 2,291 | D | ||
| Restricted Stock Unit (LTIP 01/02/2015) | holding | — | — | — | 5,432 | D | ||
| Restricted Stock Unit (LTIP 02/01/2016) | holding | — | — | — | 6,619 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance Units (2016)F1,F3,F2 | — | Feb 15, 2017 | A | 16,632 | A | — | — | Common Stock | 16,632 | 33,264 | D |
| Option (December 2015) | $25.44 | holding | — | — | — | Dec 31, 2018 | Dec 31, 2025 | Common Stock | 12,500 | 12,500 | D |
| Performance Units 2015F4 | — | holding | — | — | — | — | — | Common Stock | 51,956 | 51,956 | D |
| Restricted Stock Unit (MSPP Match Post-2012)F5 | — | holding | — | — | — | — | — | Common Stock | 47,264 | 47,264 | D |
| Restricted Stock Unit (MSPP Match)F6 | — | holding | — | — | — | — | — | Common Stock | 40,032 | 40,032 | D |
| Restricted Stock Unit (MSPP Post-2012)F7 | — | holding | — | — | — | — | — | Common Stock | 66,826 | 66,826 | D |
| Restricted Stock Unit (MSPP)F8 | — | holding | — | — | — | — | — | Common Stock | 49,882 | 49,882 | 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 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.
- F2Performance 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.
- F3Represents an increase of the targeted number of Performance Units awarded to the Reporting Person on February 1, 2016 under the Company's 2015 Equity Incentive Plan as a result of the Company's achievement of a return on invested capital in excess of the targeted return on invested capital for 2016. The Compensation Committee has reviewed and confirmed the Company's calculation of Return on Invested Capital for 2016 as compared to target and approved the resulting increase in the number of Performance Units, based on the Company's 2016 audited financial statements.
- 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.