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^*

Nish James B

(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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/25/2019

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)
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)
Common Stock	02/25/2019		D		1,322	D	$42.57	0.00	D
Deferred Stock Units								6,536	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)
Restricted Stock Unit (MSPP Match Post-2012)	⁽¹⁾							⁽¹⁾	⁽¹⁾	Common Stock	587.89		587.89	D
Restricted Stock Unit (MSPP Post-2012)	⁽²⁾							⁽²⁾	⁽²⁾	Common Stock	3,852.23		3,852.23	D

Explanation of Responses:

1. 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.

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.

Remarks:

	/s/ Paul J. Schulz, Attorney in Fact for James B. Nish	02/27/2019
	** 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.

JAMES B. NISH
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 August, 2015.


___________________________________
James B. Nish


STATE OF NEW YORK
				SS:
COUNTY OF __________

	On the ____ day of August
in the year 2015, before me, the
undersigned, a notary public in and for
said state, personally appeared James B.
Nish, 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