SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
HINDMAN CRAIG A

(Last) (First) (Middle)
3556 LAKE SHORE ROAD
P.O. BOX 2028

(Street)
BUFFALO NY 14219-0228

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
GIBRALTAR INDUSTRIES, INC. [ ROCK ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
07/12/2019
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 3,465 D
Deferred Stock Units 9,039 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Unit (MSPP Post-2012)(1) (2) 07/12/2019 A 103.72 (2) (2) Common Stock 103.72 $38.11 7,879.8 D
Restricted Stock Unit (MSPP Match Post-2012)(3) (4) (4) (4) Common Stock 2,240.12 2,240.12 D
Explanation of Responses:
1. Represents restricted stock units allocated to the Reporting Person after 2012 with respect to the Reporting Person's deferral of a portion of his annual director retainer fee.
2. 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 as a director 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 a director of the Company.
3. Represents 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 retainer fee pursuant to the Company's Management Stock Purchase Plan.
4. Restricted stock units are forfeited if Reporting Person's service as a director of the Company is terminated prior to age sixty (60). If service as a director 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 a director of the Company.
Remarks:
/s/ Paul J. Schulz, Attorney in Fact for Craig A. Hindman 07/15/2019
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
CRAIG A. HINDMAN
LIMITED POWER OF ATTORNEY 
FOR SECTION 16 REPORTING OBLIGATIONS
Know all by these presents, that 
the undersigned hereby makes, constitutes 
and appoints each of Michael E. Storck, 
Paul J. Schulz and Elise M. DeRose each 
acting individually, as the undersigned's 
true and lawful attorney-in-fact, with full 
power and authority as hereinafter 
described on behalf of and in the name, 
place and stead of the undersigned to:

      (1)  prepare, execute, acknowledge, 
deliver and file Forms 3, 4, and 5 (including 
any amendments thereto) with respect to 
the securities of Gibraltar Industries, Inc., 
a Delaware corporation (the "Company"), 
with the United States Securities and 
Exchange Commission, any national securities 
exchanges and the Company, as considered 
necessary or advisable under Section 16(a) 
of the Securities Exchange Act of 1934 and 
the rules and regulations promulgated 
thereunder, as amended from time to time 
(the "Exchange Act");

      (2)  seek or obtain, as the 
undersigned's representative and on 
the undersigned's behalf, information on 
transactions in the Company's securities 
from any third party, including brokers, 
employee benefit plan administrators and 
trustees, and the undersigned hereby authorizes 
any such
 person to release any such 
information to each of the undersigned's 
attorneys-in-fact appointed by this Power of 
Attorney and approves and ratifies any such 
release of information; and

      (3)  perform any and all other acts 
which in the discretion of such attorney-in-fact 
are necessary or desirable for and on behalf of 
the undersigned in connection with the foregoing.

The undersigned acknowledges that:

      (1)  this Power of Attorney authorizes, but 
does not require, each such attorney-in-fact to act 
in their discretion on information provided to such 
attorney-in-fact without independent verification 
of such information;

      (2)  any documents prepared and/or executed 
by either such attorney-in-fact on behalf of the 
undersigned pursuant to this Power of Attorney 
will be in such form and will contain such 
information and disclosure as such attorney-in-fact, 
in his or her discretion, deems necessary or desirable;

      (3)  neither the Company nor either of 
such attorneys-in-fact assumes (i) any liability 
for the undersigned's responsibility to comply 
with the requirement of the Exchange Act, (ii)any
 liability of the undersigned for any failure to 
comply with such requirements, or (iii) any obligation 
or liability of the undersigned for profit disgorgement 
under Section 16(b) of the Exchange Act; and

      (4)  this Power of Attorney does not relieve 
the undersigned from responsibility for compliance 
with the undersigned's obligations under the 
Exchange Act, including without limitation the 
reporting requirements under Section 16 of the Exchange Act.

	The undersigned hereby gives and grants 
each of the foregoing attorneys-in-fact full 
power and authority to do and perform all and 
every act and thing whatsoever requisite, necessary 
or appropriate to be done in and about the foregoing 
matters as fully to all intents and purposes as the 
undersigned might or could do if present, hereby 
ratifying all that each such attorney-in-fact of, 
for and on behalf of the undersigned, shall 
lawfully do or cause to be done by virtue of 
this Limited Power of Attorney.

      This Power of Attorney shall remain in full 
force and effect until revoked by the undersigned 
in a signed writing delivered to each such 
attorney-in-fact.

      IN WITNESS WHEREOF, the undersigned 
has caused this Power of Attorney to 
be executed as of this ____ day of October, 2014.


___________________________________
Craig A. Hindman


STATE OF NEW YORK
				SS:
COUNTY OF __________

	On the ____ day of October 
in the year 2014, before me, the 
undersigned, a notary public in and 
for said state, personally appeared 
Craig A. Hindman, an individual(s) whose 
name(s) is (are) subscribed to the within 
instrument and acknowledged to me that h
e/she/they executed the same in his/her/their 
capacity(ies), and that by his/her/their 
signature(s) on the instrument, the individual(s) 
or the person upon behalf of which the 
individual(s) acted, executed the instrument.


_____________________________
Notary Public