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^*

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)
05/06/2020

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)
Deferred Stock Units⁽¹⁾	05/06/2020		A		2,067	A	$45.98	8,603	D
Common Stock								2,503	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)⁽²⁾	⁽³⁾							⁽³⁾	⁽³⁾	Common Stock	587.89		587.89	D
Restricted Stock Unit (MSPP Post-2012)⁽⁴⁾	⁽⁵⁾							⁽⁵⁾	⁽⁵⁾	Common Stock	3,852.23		3,852.23	D

Explanation of Responses:

1. Represents shares of common stock which the Reporting Person is entitled to receive annually pursuant to the compensation program in effect for non-employee directors. Pursuant to the Company's Non-Employee Director Stock Deferral Plan, the Reporting Person has irrevocably elected to defer his receipt of the shares of common stock represented by the Deferred Stock Units. Six (6) months following termination of the Reporting Person's service as a Member of the Company's Board of Directors, shares of common stock represented by the Deferred Stock Units are issued to the Reporting Person in one lump sum or in five (5) or ten (10) substantially equal installments, whichever is elected by the Reporting Person.

2. 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.

3. 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.

4. Represents restricted stock units allocated to the Reporting Person after 2012 pursuant to the Company's Management Stock Purchase Plan to reflect the Reporting Person's deferral of a portion of his director meeting fees and his annual director retainer fee.

5. 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.

	/s/ Jeffrey J. Watorek, Attorney-in-Fact for James B. Nish	05/08/2020
	** 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 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.

________________________
James B. Nish



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 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

James B. Nish POA

EXHIBIT 24


GIBRALTAR INDUSTRIES, INC. Power of Attorney for Executing Forms 3, 4 and 5

Know 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:

(1)	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;

(2)	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

(3)	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.

The 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.

This 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.

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of this 24^th day of October, 2019

	/s/ James B. Nish
	James B. Nish

EXHIBIT 24

GIBRALTAR INDUSTRIES, INC.

Power of Attorney for Executing Forms 3, 4 and 5

Power of Attorney
for Executing Forms 3, 4 and 5