SEC Filing | Gibraltar Industries, Inc.

View:

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Bosway William T

(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
X	Officer (give title below)	Other (specify below)
President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
06/30/2019

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)
Performance Stock Unit (March 2019)								30,202	D
Restricted Stock Unit (LTIP 3/1/2019)								21,573	D
Special Restricted Stock Units (1/02/2019)								28,027	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 (2018 MSPP Match)⁽¹⁾	⁽²⁾	06/30/2019		A		484.85		⁽²⁾	⁽²⁾	Common Stock	484.85	$0.00	894.17	D
Restricted Stock Unit (2018 MSPP)⁽³⁾	⁽⁴⁾	06/30/2019		A		1,212.13		⁽⁴⁾	⁽⁴⁾	Common Stock	1,212.13	$38.87	2,235.42	D

Explanation of Responses:

1. Represents matching restricted stock units allocated to the Reporting Person with respect to the Reporting Person's deferral of a portion of his annual base salary pursuant to the Company's 2018 Management Stock Purchase Plan.

2. Restricted stock units are forfeited if Reporting Person's service as an officer of the Company is terminated prior to the fifth (5th) anniversary of the Reporting Person's vesting commencement date. If service as an officer continues beyond the fifth (5th) anniversary of the Reporting Person's vesting commencement date, 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.

3. Represents restricted stock units allocated to the Reporting Person with respect to the Reporting Person's deferral of a portion of his annual base salary pursuant to the Company's 2018 Management Stock Purchase Plan.

4. 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.

Remarks:

	/s/ Paul J. Schulz, Attorney in Fact for William T. Bosway	07/02/2019
	** 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.

WILLIAM T. BOSWAY
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 m1dersigned 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 pmsuant 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 undersigned1s 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.
      (1)

      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 2nd day of January, 2019.


William T. Bosway



STATE OF NEW YORK
COUNTY OF ERIE


SS:

      On the 2nd day of January in the year 2019, before me, the undersigned,
a notary public in and for said state, personally appeared William T. Bosway,
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
,,, ,,u.,.,Mu,.,,,,,,
...... ""' ..............,.,	.-.,

$ "''l"ou.,.>-..,{-,
:	/N0.01UIODDID1\
QUALll'IID IN   i	:

:Notary Public

:	\  1!1111! COUNTY  :	:
L-
':.  ;..t,	Dl/  17 1211U,,
,,,, OF NE.ii,,,,
,,,,,,.