SEC Form 4 · accession 0001562180-18-000144
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
Dec 29, 2017
Accepted (ET)
Jan 3, 2018 · 5:24 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 | Dec 29, 2017 | A | 10,000 | $0.00 | A | 35,683 | D | |
| Common StockF2 | Dec 29, 2017 | F | 5,157 | $33.00 | D | 30,526 | D | |
| Restricted Stock Unit (LTIP 12/29/2014)F3,F4 | Dec 29, 2017 | D | 10,000 | $0.00 | D | 20,000 | D | |
| Performance Stock Unit (December 2015) | holding | — | — | — | 50,000 | D | ||
| Performance Stock Unit (February 2017) | holding | — | — | — | 29,733 | D | ||
| Restricted Stock Unit (LTIP 01/02/2015) | holding | — | — | — | 9,593 | D | ||
| Restricted Stock Unit (LTIP 02/01/2016) | holding | — | — | — | 14,318 | D | ||
| Restricted Stock Unit (LTIP 02/01/2017) | holding | — | — | — | 16,725 | D | ||
| Restricted Stock Unit (LTIP 06/11/2014) | holding | — | — | — | 4,170 | D | ||
| Restricted Stock Units (December 2015) | holding | — | — | — | 25,000 | D | ||
| Restricted Stock Units (February 2017) | holding | — | — | — | 20,000 | D | ||
| Special Performance Stock Unit (February 2017) | holding | — | — | — | 20,000 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock Unit (MSPP Match Post-2012)F5,F6 | — | Dec 31, 2017 | A | 843 | A | — | — | Common Stock | 843 | 70,977 | D |
| Restricted Stock Unit (MSPP Post-2012)F7,F8 | — | Dec 31, 2017 | A | 1,685 | A | — | — | Common Stock | 1,685 | 101,528 | D |
| Option (December 2015) | $25.44 | holding | — | — | — | Dec 31, 2018 | Dec 31, 2025 | Common Stock | 25,000 | 25,000 | D |
| Option (February 2017) | $43.05 | holding | — | — | — | Feb 1, 2020 | Feb 1, 2027 | Common Stock | 20,000 | 20,000 | D |
| Performance Units (2016)F9 | — | holding | — | — | — | — | — | Common Stock | 55,928 | 55,928 | D |
| Performance Units 2015F10 | — | holding | — | — | — | — | — | Common Stock | 68,826 | 68,826 | 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.
- F10Performance 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.
- 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 restricted stock units awarded as part of the Company 's Long Term Incentive Plan. Twenty percent (20%) of the total units awarded vest and are payable, solely in shares of common stock of the Company, on December 29th, 2015 and on each December 29th thereafter through December 29th, 2019.
- F4Represents 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 percent (20%) of the total units awarded vest and are payable, solely in shares of common stock of the Company on each anniversary of the December 29, 2014 award date.
- F5Represents 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.
- F6Restricted 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.
- F7Represents 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.
- F8Restricted 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.
- F9Performance Units vest and are paid at the end of 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, death, disability or retirement.