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* Murphy Timothy F. (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) Director 10% Owner X Officer (give title below) Other (specify below) Vice President and Secretary
	3. Date of Earliest Transaction (Month/Day/Year) 09/10/2012
	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
Common Stock	09/10/2012		A		375(1)	A	$0.0000	4,487	D
Restricted Stock Unit (LTIP 09/10/2008)	09/10/2012		D		375(2)	D	$0.0000	0.0000(3)	D
Executive Retirement RSU								10,000(4)	D
Restricted Stock Unit (LTIP 01/03/2011								1,020(5)	D
Restricted Stock Unit (LTIP 01/03/2012)								1,081(6)	D
Restricted Stock Unit (LTIP 01/04/2010)								776(7)	D
Restricted Stock Unit (LTIP 09/14/2009)								2,000(8)	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
Performance Units(9)	(10)							(10)	(10)	Common Stock	6,616		6,616	D
Restricted Stock Unit (MSPP Match)(11)	(12)							(12)	(12)	Common Stock	3,208.76		3,208.76	D
Restricted Stock Unit (MSPP)(13)	(14)							(14)	(14)	Common Stock	8,056.93		8,056.93	D
September 2005 Management Options(15)	$20.52							(16)	09/14/2015	Common Stock	2,242		2,242	D
September 2006 Management Option(15)	$23.54							(16)	09/14/2016	Common Stock	3,000		3,000	D
September 2007 Management Option(15)	$18.78							(16)	09/14/2017	Common Stock	3,000		3,000	D
September 2008 Management Option(15)	$22.16							(16)	09/10/2018	Common Stock	3,000		3,000	D

Explanation of Responses:

1. Represents restricted stock units previously awarded to the Reporting Person that convert to common stock upon the vesting of such restricted stock units.

2. Represents the conversion of restricted stock units previously awarded to the Reporting Person upon the vesting of such restricted stock units.

3. Represents the number of restricted stock units remaining with respect to September 10, 2008 grant of 1,500 restricted stock units after the conversion to common stock of restricted stock units resulting from the vesting of twenty-five percent (25%) of such restricted stock units on each anniversary of the grant date.

4. Represents restricted stock units awarded as a supplemental retirement benefit that vest and are payable solely in shares of common stock of the Company on the day following the retirement of the Reporting Person; provided that such retirement occurs after the latest to occur of (i) the date the Reporting Person attains age sixty (60); (ii) the end of the five (5) year period beginning on the date the Reporting Person is hired by the Company; or (iii) the end of the one (1) year period beginning on the date of this award. Restricted stock units also vest and are payable in shares of common stock of the Company upon the death or disability of the Reporting Person or if the Reporting Peron's employment with the Company is terminated without cause. Finally, restricted stock units vest and are payable upon the occurrence of a change in control, in cash or in shares of common stock of the Company, whichever is specified by the Committee administrating the Plan.

5. Represents restricted stock units awarded as part of the Company's Long Term Incentive Plan. Twenty-five percent (25%) of total units awarded vest and are payable, solely in shares of common stock of the Company, on each anniversary of the January 3, 2011 award date.

6. Represents restricted stock units awarded as part of the Company's Long Term Incentive Plan. Twenty-five percent (25%) of total units awarded vest and are payable, solely in shares of common stock of the Company, on each anniversary of the January 3, 2012 award date.

7. Represents restricted stock units awarded as part of the Company's Long Term Incentive Plan. Twenty-five percent (25%) of total units awarded vest and are payable, solely in shares of common stock of the Company, on each anniversary of the January 4, 2010 award date.

8. Represents restricted stock units awarded as part of the Company's Long Term Incentive Plan. Twenty-five percent (25%) of total units awarded vest and are payable, solely in shares of common stock of the Company, on each anniversary of the September 14, 2009 award date.

9. Represents Performance Units which will be awarded to the Reporting Person under the Company's Equity Stock Incentive Plan upon achievement of the targeted total shareholder return for a designated performance period. 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.

10. Performance Units vest and are paid at the end of the three (3) consecutive calendar year period ending December 31, 2014 or, if earlier, upon death, disability or retirement. Performance Units are forfeited if employment is terminated before December 31, 2014 for reasons other than death, disability or retirement or by the Company without cause. Performance Units are payable solely in cash in an amount equal to the ninety (90) day trailing average price of one (1) share of the Company's common stock determined as of December 31, 2014 or, if applicable, death, disability or retirement.

11. Represents restricted stock units allocated pursuant to the Company's Management Stock Purchase Plan to match restricted stock units allocated through deferral by Reporting Person of a portion of his annual incentive compensation award.

12. Represents matching restricted stock units are forfeited if employment is terminated prior to age sixty (60). If employment continues through age sixty (60), restricted stock units are payable solely in cash in five (5) consecutive, substantially equal annual installments beginning the first January 1 occurring six (6) months following the termination of employment. 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 the Reporting Person's employment is terminated.

13. Represents restricted stock units allocated to the Reporting Person pursuant to the Company's Management Stock Purchase Plan reflecting Reporting Person's deferral of a portion of his annual incentive compensation award.

14. Restricted stock units are payable solely in cash in five (5) consecutive, substantially equal annual installments beginning the first January 1 occurring six (6) months following the termination of employment. 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 the Reporting Person's employment is terminated.

15. Represents an option to purchase shares of common stock of the Company awarded to the Reporting Person pursuant to the Company's 2005 Equity Incentive Plan.

16. Twenty-five percent (25%) of the total number of options granted vest and become exercisable on each anniversary grant date.

Remarks:

timmurphy.txt

	/Paul J. Schulz, attorney in fact for Timothy F. Murphy	09/12/2012
	** 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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