SEC Form 4 · accession 0001562180-17-001481
GIBRALTAR INDUSTRIES, INC. · ROCK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Timothy F. Murphy
Officer — Senior VP and CFO
Period of report
Apr 3, 2017
Accepted (ET)
Apr 5, 2017 · 7:11 pm EDT
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 (April 2017)F1 | Apr 3, 2017 | A | 3,243 | $0.00 | A | 3,243 | D | |
| Restricted Stock Unit (LTIP 04/03/2017)F2 | Apr 3, 2017 | A | 2,674 | $0.00 | A | 2,674 | D | |
| Special Performance Units (April 2017)F3 | Apr 3, 2017 | A | 5,000 | $0.00 | A | 5,000 | D | |
| Special Restricted Stock Units (April 2017)F4 | Apr 3, 2017 | A | 5,000 | $0.00 | A | 5,000 | D | |
| Common Stock | holding | — | — | — | 9,733 | D | ||
| Discretionary Restricted Stock Unit (February 2016) | holding | — | — | — | 3,000 | D | ||
| Executive Retirement RSU | holding | — | — | — | 17,000 | D | ||
| Performance Stock Unit (February 2017) | holding | — | — | — | 3,554 | D | ||
| Restricted Stock Unit (02/01/2017) | holding | — | — | — | 592 | D | ||
| Restricted Stock Unit (LTIP 01/02/2014) | holding | — | — | — | 254 | D | ||
| Restricted Stock Unit (LTIP 01/02/2015) | holding | — | — | — | 643 | D | ||
| Restricted Stock Unit (LTIP 02/01/2016) | holding | — | — | — | 874 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Option (April 2017)F5 | $39.55 | Apr 3, 2017 | A | 5,000 | A | Apr 3, 2020 | Apr 3, 2027 | Common Stock | 5,000 | 5,000 | D |
| Performance Units (2016)F6 | — | holding | — | — | — | — | — | Common Stock | 11,856 | 11,856 | D |
| Performance Units 2015F7 | — | holding | — | — | — | — | — | Common Stock | 16,600 | 16,600 | D |
| Restricted Stock Unit (MSPP Match Post-2012)F8 | — | holding | — | — | — | — | — | Common Stock | 8,823 | 8,823 | D |
| Restricted Stock Unit (MSPP Match)F9 | — | holding | — | — | — | — | — | Common Stock | 3,209 | 3,209 | D |
| Restricted Stock Unit (MSPP Post-2012)F10 | — | holding | — | — | — | — | — | Common Stock | 13,434 | 13,434 | D |
| Restricted Stock Unit (MSPP)F11 | — | holding | — | — | — | — | — | Common Stock | 8,057 | 8,057 | 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 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.
- F10Restricted 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.
- F11Restricted 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 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 April 3, 2018 and on each April 3rd thereafter through April 3, 2021.
- F3Represents 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 a three (3) year performance period. 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 7,500 shares.
- F4Represents 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 April 3, 2017 and ending April 2, 2020.
- F5Options granted to Reporting Person which provide the Reporting Person with the right to purchase up to 5,000 shares of common stock of the Registrant at the exercise price.
- F6Performance 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.
- F7Performance 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.
- F8Restricted 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.
- F9Restricted 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.