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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| 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^*
Heard Frank

(Last) | (First) | (Middle)
3556 LAKE SHORE ROAD
P.O. BOX 2028

(Street) 
BUFFALO | NY | 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)
Vice Chairman of the Board

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2019

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)
| | | Code | V | Amount | (A) or (D) | Price | | |
Performance Stock Unit (March 2018)^(1) | 02/20/2019 | | D | | 2,159^(2) | D | $0.00^(2) | 45,817 | D |
Common Stock | | | | | | | | 95,163 | D |
Performance Stock Unit (February 2017) | | | | | | | | 9,217 | D |
Performance Stock Unit (March 2018) | | | | | | | | 47,976 | D |
Restricted Stock Unit (LTIP 02/01/2016) | | | | | | | | 4,773 | D |
Restricted Stock Unit (LTIP 02/01/2017) | | | | | | | | 8,363 | D |
Restricted Stock Unit (LTIP 12/29/2014) | | | | | | | | 10,000 | D |
Restricted Stock Unit (LTIP 3/1/2018) | | | | | | | | 41,979 | D |
Restricted Stock Units (February 2017) | | | | | | | | 20,000 | D |
Special Performance Stock Unit (February 2017) | | | | | | | | 20,000 | 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)
| | | | Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | | | |
Option (December 2015) | $25.44 | | | | | | | 12/31/2018 | 12/31/2025 | Common Stock | 25,000 | | 25,000 | D |
Option (February 2017) | $43.05 | | | | | | | 02/01/2020 | 02/01/2027 | Common Stock | 20,000 | | 20,000 | D |
Restricted Stock Unit (MSPP Match Post-2012) | ^(3) | | | | | | | ^(3) | ^(3) | Common Stock | 87,079.02 | | 87,079.02 | D |
Restricted Stock Unit (MSPP Post-2012) | ^(4) | | | | | | | ^(4) | ^(4) | Common Stock | 124,771.18 | | 124,771.18 | D |
Explanation of Responses:
1. Represents Performance Units which will be awarded to the Reporting Person under the Company 's Equity Incentive Plan upon achievement of the targeted return on invested capital for 2018. The maximum number of Performance Units which may be earned is two hundred percent (200%) of the Performance Units awarded for target level performance and the minimum number of Performance Units which may be earned is zero (0) Performance Units.
2. Represents a decrease of the targeted number of Performance Units awarded to the Reporting Person on March 1, 2018 under the Company's 2015 Equity Incentive Plan as a result of the Company's achievement of a return on invested capital below the targeted return on invested capital for 2018. The Compensation Committee has reviewed and confirmed the Company's calculation of Return on Invested Capital for 2018 as compared to target and approved the resulting decrease in the number of Performance Units.
3. Restricted stock units are forfeited if Reporting Person's service as an officer of the Company is terminated prior to age sixty (60). If service as an officer 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 an officer of the Company.
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 as an officer 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 an officer of the Company.
Remarks:
| /s/ Paul J. Schulz, Attorney in Fact for Frank Heard | 02/22/2019
| ** 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.
FRANK HEARD
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 and Elise M. DeRose
 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 May, 2014.

___________________________________
Frank Heard

STATE OF NEW YORK
                                SS:
COUNTY OF __________

On the ____ day of May in the year 2014, before me, the undersigned,
a notary public in and for said state, personally appeared Frank Heard
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