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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
GIBRALTAR STEEL CORP [ Rock ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/28/2003 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 05/28/2003 | J(1) | 59.4 | D | 20 | 129,702.2(16) | I | Rush Creek Investment Co., LP(2) | ||
Common stock | 05/28/2003 | J(1) | 300 | D | 20 | 891,402(5)(6)(7)(8)(9) | I | By Trust(3) | ||
Common stock | 05/28/2003 | J(1) | 1,200 | D | 20 | 3,135,515(10)(11)(12)(13)(14)(15) | I | By Trust(4) |
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) | 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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Option to buy | 10 | 08/08/1988(17) | J | 0 | 11/01/1995 | 10/31/2004 | Common stock | 0 | $0 | 15,000(18) | D | ||||
Option to buy | 21.75 | 08/08/1988(17) | J | 0 | 07/09/1998 | 07/08/2007 | Common stock | 0 | $0 | 25,000(18) | D | ||||
Option to buy | 22.5 | 08/08/1988(17) | J | 0 | 03/27/1999 | 03/27/2008 | Common stock | 0 | $0 | 50,000(19) | D | ||||
Option to buy | 14.07 | 08/08/1988(17) | J | 0 | 07/18/2001 | 07/18/2010 | Common stock | 0 | $0 | 12,500(19) | D |
Explanation of Responses: |
1. Sale of securities pursuant to a pre-arranged stock trading plan established pursuant to Rule 10b5-1. |
2. Represents reporting person's pecuniary interest in shares of Gibraltar Steel Corportion common stock held by Rush Creek Investment Co., LP. The reporting person disclaims beneficial interest in such shares, except to the extent of his beneficial interest. |
3. 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. |
4. Represents shares held by four trusts for the benefit of insiders of Gibraltar Steel Corporation, each of which reporting person serves as one of three trustees and shares voting and investment power and as to which he disclaims beneficial ownership. |
5. 5,605 shares held by trust for benefit of a child (Carlisle Lipke-Ricci) of an insider of Gibraltar Steel Corporation. The reporting person serves as one of four trustees and shares voting and investment power and as to which shares he disclaims beneficial ownership. |
6. 6,700 shares held by a 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. |
7. 3,480 shares held by reporting person as custodian for daughter under UGMANY. |
8. 61,085 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. |
9. 60,880 shares held in Trust for the benefit of reporting person of which the reporting person serves as one of five trustees and shares voting and investment power. |
10. 30,000 shares held by 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. |
11. 5,800 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. |
12. 5,940 shares held by trust for the benefit of reporting person's daughter (Elissa Kristina). |
13. 1,385 shares held by reporting person as custodian for relative under UGMANY (Jonathon Solomon). |
14. 3,320.04 shares held in Gibraltar Steel 401(k) Savings Plan f/b/o reporting person. |
15. 7,005 shares held by a trust for the benefit of reporting person's daughter (Katherine Victoria). |
16. 51,965 shares of common stock held directly. |
17. Dummy date used to report holdings only. |
18. Grant to reporting person of option to buy shares of common stock under Gibraltar Steel Corporation Non-Qualified Stock Option Plan. Options exercisable at rate of 25% per year. |
19. Grant to reporting person of option to buy shares of common stock under Gibraltar Steel Corporation Incentive Stock Option Plan. Options exercisable at rate of 25% per year. |
/s/Brian J. Lipke | 05/29/2003 | |
** 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). | ||
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. |