SEC Form 4 · accession 0001562180-18-001439
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
Mar 1, 2018
Accepted (ET)
Mar 5, 2018 · 4:57 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 |
|---|---|---|---|---|---|---|---|---|
| Performance Stock Unit (March 2018)F1 | Mar 1, 2018 | A | 47,976 | $0.00 | A | 47,976 | D | |
| Restricted Stock Unit (LTIP 3/1/2018)F2 | Mar 1, 2018 | A | 41,979 | $0.00 | A | 41,979 | D | |
| Common Stock | holding | — | — | — | 37,348 | D | ||
| Performance Stock Unit (December 2015) | holding | — | — | — | 50,000 | D | ||
| Performance Stock Unit (February 2017) | holding | — | — | — | 9,217 | D | ||
| Restricted Stock Unit (LTIP 01/02/2015) | holding | — | — | — | 4,797 | D | ||
| Restricted Stock Unit (LTIP 02/01/2016) | holding | — | — | — | 9,546 | D | ||
| Restricted Stock Unit (LTIP 02/01/2017) | holding | — | — | — | 12,544 | D | ||
| Restricted Stock Unit (LTIP 06/11/2014) | holding | — | — | — | 4,170 | D | ||
| Restricted Stock Unit (LTIP 12/29/2014) | holding | — | — | — | 20,000 | 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)F3,F4 | — | Mar 2, 2018 | A | 13,441 | A | — | — | Common Stock | 13,441 | 84,418 | D |
| Restricted Stock Unit (MSPP Post-2012)F5,F6 | — | Mar 2, 2018 | A | 17,921 | A | — | — | Common Stock | 17,921 | 119,449 | 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)F7 | — | holding | — | — | — | — | — | Common Stock | 55,928 | 55,928 | 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 2018. 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.
- 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 March 1st, 2019 and on each March 1st thereafter through March 1st, 2022.
- F3Represents matching restricted stock units allocated to the Reporting Person after 2012 with respect to the Reporting Person's deferral of a portion of his annual cash incentive compensation pursuant to the Company's Management Stock Purchase Plan.
- F4Restricted 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.
- F5Represents restricted stock units allocated to the Reporting Person after 2012 with respect to the Reporting Person's deferral of a portion of his annual cash incentive compensation pursuant to the Company's Management Stock Purchase Plan.
- F6Restricted 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.
- F7Performance 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.