SEC Form 4 · accession 0001562180-19-000661
GIBRALTAR INDUSTRIES, INC. · ROCK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Frank Heard
Officer — Vice Chairman of the Board · Director
Period of report
Jan 30, 2019
Accepted (ET)
Feb 1, 2019 · 4:45 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 | Jan 30, 2019 | A | 60,750 | $0.00 | A | 120,345 | D | |
| Common StockF2 | Jan 30, 2019 | F | 29,750 | $35.02 | D | 90,595 | D | |
| Performance Stock Unit (December 2015)F3,F4 | Jan 30, 2019 | D | 50,000 | $0.00 | D | 0 | D | |
| Performance Stock Unit (February 2017) | holding | — | — | — | 9,217 | D | ||
| Performance Stock Unit (March 2018) | holding | — | — | — | 47,976 | 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 12/29/2014) | holding | — | — | — | 10,000 | D | ||
| Restricted Stock Unit (LTIP 3/1/2018) | holding | — | — | — | 41,979 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 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)F5 | — | holding | — | — | — | — | — | Common Stock | 55,928 | 55,928 | D |
| Restricted Stock Unit (MSPP Match Post-2012)F6 | — | holding | — | — | — | — | — | Common Stock | 87,079 | 87,079 | D |
| Restricted Stock Unit (MSPP Post-2012)F7 | — | holding | — | — | — | — | — | Common Stock | 124,771 | 124,771 | D |
Explanation of responses
- F1Represents the conversion of performance stock units awarded to Reporting Person on December 31, 2015.
- F2Represents common stock retained by the Company upon conversion of Reporting Person's performance stock units into shares of common stock in satisfaction of the Reporting Person's individual minimum statutory withholding obligation.
- 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 the three (3) year performance period beginning January 1, 2016 and ending December 31, 2018. 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 75,000 shares.
- F4Represents the conversion of performance stock units to shares of common stock upon vesting.
- F5Performance 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.
- 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.
- 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.