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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| OMB APPROVAL |
| OMB Number: |
3235-0287 |
| Estimated average burden |
| hours per response: |
0.5 |
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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*
| 3556 LAKE SHORE ROAD |
| P.O. BOX 2028 |
(Street)
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2. Issuer Name and Ticker or Trading Symbol
GIBRALTAR INDUSTRIES, INC.
[ ROCK ]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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Director |
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10% Owner |
| X |
Officer (give title below) |
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Other (specify below) |
| Senior VP and CFO |
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3. Date of Earliest Transaction
(Month/Day/Year)
12/31/2019
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4. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
| X |
Form filed by One Reporting Person |
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Form filed by More than One Reporting Person |
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
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| 1. Title of Security (Instr.
3)
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2. Transaction Date
(Month/Day/Year) |
2A. Deemed Execution Date, if any
(Month/Day/Year) |
3. Transaction Code (Instr.
8)
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4. Securities Acquired (A) or Disposed Of (D) (Instr.
3, 4 and 5)
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5.
Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr.
3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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7. Nature of Indirect Beneficial Ownership (Instr.
4)
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| Code |
V |
Amount |
(A) or (D) |
Price |
| Common Stock |
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13,423 |
D |
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| Executive Retirement RSU |
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17,000 |
D |
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| Performance Stock Unit (April 2017) |
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1,005 |
D |
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| Performance Stock Unit (February 2017) |
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1,102 |
D |
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| Performance Stock Unit (March 2019) |
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10,108 |
D |
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| Performance Stock Units (March 2018) |
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11,168 |
D |
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| Restricted Stock Unit (02/01/2017) |
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296 |
D |
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| Restricted Stock Unit (LTIP 02/01/2016) |
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292 |
D |
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| Restricted Stock Unit (LTIP 04/03/2017) |
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1,338 |
D |
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| Restricted Stock Unit (LTIP 3/1/2018) |
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3,947 |
D |
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| Restricted Stock Unit (LTIP 3/1/2019) |
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4,549 |
D |
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| Special Performance Units (April 2017) |
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5,000 |
D |
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| Special Restricted Stock Units (April 2017) |
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5,000 |
D |
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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| 1. Title of Derivative Security (Instr.
3)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date
(Month/Day/Year) |
3A. Deemed Execution Date, if any
(Month/Day/Year) |
4. Transaction Code (Instr.
8)
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5.
Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr.
3, 4 and 5)
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6. Date Exercisable and Expiration Date
(Month/Day/Year) |
7. Title and Amount of Securities Underlying Derivative Security (Instr.
3 and 4)
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8. Price of Derivative Security (Instr.
5)
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9.
Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.
4)
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10. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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11. Nature of Indirect Beneficial Ownership (Instr.
4)
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| Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
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Restricted Stock Unit (2018 MSPP Match)
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12/31/2019 |
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A |
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219.78 |
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Common Stock |
219.78 |
$0
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968.93 |
D |
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Restricted Stock Unit (2018 MSPP)
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12/31/2019 |
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A |
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549.46 |
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Common Stock |
549.46 |
$50.22
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2,422.33 |
D |
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Option (April 2017)
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$39.55
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04/03/2020 |
04/03/2027 |
Common Stock |
5,000 |
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5,000 |
D |
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Restricted Stock Unit (MSPP Match Post-2012)
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Common Stock |
17,676.58 |
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17,676.58 |
D |
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Restricted Stock Unit (MSPP Match)
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Common Stock |
3,208.76 |
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3,208.76 |
D |
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Restricted Stock Unit (MSPP Post-2012)
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Common Stock |
26,097.47 |
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26,097.47 |
D |
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Restricted Stock Unit (MSPP)
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Common Stock |
8,056.93 |
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8,056.93 |
D |
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| Explanation of Responses: |
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/s/ Jeffrey J. Watorek, Attorney-in-Fact for Timothy F. Murphy |
01/03/2020 |
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** 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. |
TIMOTHY F. MURPHY
LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS
Know all by these presents, that the undersigned hereby makes, constitutes and
appoints each of Jeffrey J. Watorek and Lori A. Rizzo, 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, 2019.
________________________
Timothy F. Murphy
STATE OF ILLINOIS COUNTY OF COOK
SS:
On the ____ day of October in the year 2019, before me, the undersigned,
a notary public in and for said state, personally appeared Timothy F. Murphy,
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
Timothy F. Murphy POAEXHIBIT 24 |
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GIBRALTAR INDUSTRIES, INC.Power of Attorney
for Executing Forms 3, 4 and 5 |
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all men by these presents, that the undersigned, director or officer, or
both, of GIBRALTAR INDUSTRIES, INC., hereby constitutes
and appoints each of Jeffrey J. Watorek, Lori A. Rizzo,
signing singly, the undersigned's true and lawful attorney-in-fact to:
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(1)
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execute for and on behalf of the undersigned, in the undersigned's capacity
as an officer and/or director of GIBRALTAR INDUSTRIES, INC. (the "Company"),
Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange
Act of 1934 and the rules thereunder;
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(2)
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do and perform any and all acts for and on behalf of the undersigned which may
be necessary or desirable to complete and execute any such Form 3, 4 or 5 and
timely file such form with the United States Securities and Exchange Commission
and any stock exchange or similar authority; and
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(3)
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take any other action of any type whatsoever in connection with the foregoing
which, in the opinion of such attorney-in-fact, may be of benefit to, in the
best interest of, or legally required by, the undersigned, it being understood
that the documents executed by such attorney-in-fact on behalf of the undersigned
pursuant to this Power of Attorney shall be in such form and shall contain such
terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's
discretion.
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undersigned hereby grants to each such attorney-in-fact full power and authority
to do and perform any and every act and thing whatsoever requisite, necessary,
or proper to be done in the exercise of any of the rights and powers herein
granted, as fully to all intents and purposes as the undersigned might or could
do if personally present, with full power of substitution or revocation, hereby
ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's
substitute or substitutes, shall lawfully do or cause to be done by virtue of
this power of attorney and the rights and powers herein granted. The undersigned
acknowledges that the foregoing attorneys-in-fact, in serving in such capacity
at the request of the undersigned, are not assuming, nor is the Company assuming,
any of the undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934.
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Power of Attorney shall remain in full force and effect until the undersigned
is no longer required to file Forms 3, 4 and 5 with respect to the
undersigned's holdings of and transactions in securities of GIBRALTAR INDUSTRIES, INC.
unless earlier revoked by the undersigned in a signed writing
delivered to the foregoing attorneys-in-fact.
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| IN
WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of this 24th
day of October, 2019 |
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/s/ Timothy F. Murphy |
| Timothy F. Murphy |
