| 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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
OMB APPROVAL | |
| o | Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | OMB Number: 3235-0287 Expires: January 31, 2005 Estimated average burden hours per response.........0.5 |
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| (Print or Type Responses) | |||
| 1. Name and Address of
Reporting Person* Lipke, Brian J. |
2. Issuer Name and Ticker or
Trading Symbol Gibraltar Steel Corporation - Rock |
6. Relationship of
Reporting Person(s) to Issuer (Check all applicable) x Director o 10% Owner x Officer o Other (specify below) (give title below) Chairman and Chief Executive Officer |
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| (Last)
(First) (Middle) 3556 Lake Shore Road |
3. I.R.S. Identification Number
of Reporting Person, if an entity (voluntary) ###-##-#### |
4. Statement for Month/Day/Year Apr. 22, 2003 |
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|
(Street) Buffalo, NY 14219 |
5. If Amendment, Date of
Original (Month/Day/Year) |
7. Individual or
Joint/Group Filing (Check Applicable Line) x Form filed by One Reporting Person o Form filed by More than One Reporting Person |
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| (City) (State) (Zip) | Table I -- Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | |||||||||
| 1. Title of Security (Instr. 3) |
2. Trans- action Date (Month/ Day/ Year) |
2A. Deemed Execution Date, if any (Month/ Day/Year) |
3. Trans- action 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. Owner- ship Form: Direct (D) or Indirect (I) (Instr. 4) |
7. Nature of Indirect Beneficial
Ownership (Instr. 4) |
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| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 892,002 | I | (1) | |||||||
| Common Stock | 3,137,915 | I | (2) | |||||||
| Common Stock | 51,965 | D | ||||||||
| Common Stock | 7,005 | I | (3) | |||||||
| Common Stock | 5,605 | I | (4) | |||||||
| Common Stock | 6,700 | I | (5) | |||||||
| Common Stock | 3,480 | I | (6) | |||||||
| Common Stock | 61,085 | I | (7) | |||||||
| Common Stock | 60,880 | I | (8) | |||||||
| Common Stock | 30,000 | I | (9) | |||||||
| Common Stock | 5,800 | I | (10) | |||||||
| Common Stock | 5,940 | I | (11) | |||||||
| Common Stock | 1,385 | I | (12) | |||||||
| Common Stock | 129,821 | I | (13) | |||||||
| Common Stock | (14) | B | 7.23 | A | (14) | 3320.04 | I | (15) | ||
FORM 4 (continued)
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. Conver- sion or Exercise Price of Derivative Security
|
3. Trans- action Date (Month/ Day/Year) |
3A. Deemed Execution Date, if any, (Month/ Day/Year) |
4. Trans- action Code (Instr. 8) |
5. Number of Derivative Securites 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 Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) | 9. Number of Derivative
Securities Beneficially Owned Following Reported Trans- action(s) (Instr. 4) |
10. Owner- ship Form of Derivative Securities: Direct(D) or Indirect(I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Excer- cisable |
Expira- tion Date |
Title | Amount or Number of Shares | ||||||||
| Option (right to buy)(16) | $10.00 | J | 11/01/1995 | 10/31/2004 | Common Stock | 15,000 | D | ||||||||
| Option (right to buy)(16) | $21.75 | J | 07/08/1998 | 07/08/2007 | Common stock | 25,000 | D | ||||||||
| Option (right to buy)(17) | $22.50 | J | 03/27/1999 | 03/27/2008 | Common stock | 50,000 | D | ||||||||
| Option (right to buy)(17) | $14.07 | J | 07/18/2001 | 07/18/2010 | Common stock | 12,500 | D | ||||||||
Explanation of Responses:
(1)Represents shares held by a trust for the benefit of reporting person of
which he serves as one of three trustees and shares voting and investment power.
(2)Represents shares held by four trusts for the benefit of insiders of Gibraltar Steel Corporation, each of which the reporting person serves as one of three trustes and shares voting and investment power and as to which he disclaims beneficial ownership.
(3)Represents shares held by a trust for the benefit of reporting person's daughter (Katherine Victoria).
(4)Represents shares held by trust for the benefit of a child (Carlisle Lipke-Ricci) of an insider of Gibraltar Steel Corporation, which the reporting person serves as one of four trustees and shares voting and investment power and as to which shares he disclaims beneficial ownership.
(5)Represents shares held by trust for the benefit of a child (Kenneth Eric Lipke) of an insider of Gibraltar Steel Corporation, which the reporting person serves as one of three trustees and shares voting and investment power and as to which shares he disclaims beneficial ownership.
(6)Represents shares held by reporting person as custodian for daughter under UGMANY.
(7)Represents shares held by Trust created under the Last Will and Testament of Kenneth E. Lipke for the benefit of reporting person's mother as to which Trust reporting person serves as one of three trustees and shares voting and investment power.
(8)Represents shares held in a Trust for the benefit of reporting person of which the reporting person serves as one of five trustees and shares voting and investment power.
(9)Represents shares held in a trust for the benefit of an insider of Gibraltar Steel Corporation, of which the reporting person serves as one of five trustees and shares voting and investment power, and as to which shares he disclaims beneficial ownership.
(10)Represents shares held by trust for the benefit of a child (Erica Rae Lipke) of an insider of Gibraltar Steel Corporation, which the reporting person serves as one of three trustees and shares voting and investment power and as to which shares he disclaims beneficial ownership.
(11)Represents shares held by a trust for the benefit of reporting person's daughter (Elissa Kristina).
(12) Represents shares held by reporting person as custodian for relative under UGMANY (Jonathon Solomon).
(13)Represents the reporting person's pecuniary interest in the shares of Gibraltar Steel Corporation common stock held by Rush Creek Investment Co., L.P. The reporting person disclaims beneficial interest in such shares, except to the extent of his beneficial interest.
(14) Represents the net effect of shares purchased and sold from January 1, 2003 through March 31, 2003 pursuant to the Gibraltar Steel Corporation 401(k) Savings Plan at an average price of $18.27 per share. The information reported herein is based on a Plan Statement dated April 10, 2003.
(15)Gibraltar Steel Corporation 401(k) Savings Plan.
(16)Grant to reporting person of option to buy shares of common stock under the Gibraltar Steel Corporation Non-Qualified Stock Option Plan. The options are exercisable at the rate of 25% per year.
(17)Grant to reporting person of option to buy shares of
common stock under the Gibraltar Steel Corporation Incentive Stock Option Plan.
The options are exercisable at the rate of 25% per year.
| /s/Brian J. Lipke | 04/22/2003 | |
** 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). |
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| Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |