SEC Filing | Gibraltar Industries, Inc.

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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^*

Watorek Jeffrey J.

(Last)

(First)

(Middle)

3556 LAKE SHORE ROAD

P.O. BOX 2028

(Street)

BUFFALO

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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
VP, Treasurer, Secretary

3. Date of Earliest Transaction (Month/Day/Year)
05/04/2017

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Discretionary RSU (May 2017)⁽¹⁾	05/04/2017		A		2,000⁽¹⁾	A	$0.00	2,000	D
Common Stock								1,940	D
Common Stock (401k)								359.43	I	401k
Discretionary RSU (Feb 2016)								1,200	D
Performance Stock Units (April 2017)								2,023	D
RSU (LTIP 4/3/2017)								506	D
RSU (LTIP 9/3/2013)								336	D
RSU (LTIP 9/4/2014)								598	D
RSU (LTIP 9/4/2015)								927	D
RSU (LTIP 9/6/2016)								568	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Option (September 2008)	$22.16							⁽²⁾	09/09/2018	Common Stock	1,000		1,000	D
Option (September 2009)	$13.72							⁽²⁾	09/14/2019	Common Stock	2,000		2,000	D
Option (September 2010)	$8.9							⁽²⁾	09/13/2020	Common Stock	2,000		2,000	D
Option (September 2011)	$9.74							⁽²⁾	09/13/2021	Common Stock	2,500		2,500	D

Explanation of Responses:

1. Represents Discretionary Restricted Stock Units issued to Reporting Person. Discretionary Restricted Stock Units vest and are payable, solely in shares of common stock of the Company, at the end of three (3) consecutive calendar year periods beginning on May 4, 2017 ending on May 3, 2020 or, if earlier, upon death or disability. Restricted Stock Units are forfeited if employment is terminated before May 3, 2020, for reasons other than death or disability.

2. Twenty-five percent (25%) of the total number of options granted vest and become exercisable on each anniversary grant date.

Remarks:

	/s/ Paul J. Schulz, Attorney in Fact for Jeffrey J. Watorek	05/08/2017
	** 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.

JEFFREY J. WATOREK
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, Elise M. DeRose and Sean P. Balkin, 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 28th day of March, 2017.


___________________________________
Jeffrey J. Watorek


STATE OF NEW YORK
				SS:
COUNTY OF ERIE

	On the 28th day of March in the year 2017,
        before me, the undersigned, a notary public
        in and for said state, personally appeared
        Jeffrey J. Watorek, an individual(s) whose name(s)
        is (are) subscribed to the within instrument and
        acknowledged to me that he/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