0001225208-14-002083.txt : 20140122 0001225208-14-002083.hdr.sgml : 20140122 20140122143957 ACCESSION NUMBER: 0001225208-14-002083 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20140117 FILED AS OF DATE: 20140122 DATE AS OF CHANGE: 20140122 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: GIBRALTAR INDUSTRIES, INC. CENTRAL INDEX KEY: 0000912562 STANDARD INDUSTRIAL CLASSIFICATION: STEEL WORKS, BLAST FURNACES & ROLLING & FINISHING MILLS [3310] IRS NUMBER: 161445150 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 3556 LAKE SHORE ROAD STREET 2: P O BOX 2028 CITY: BUFFALO STATE: NY ZIP: 14219-0228 BUSINESS PHONE: 7168266500 MAIL ADDRESS: STREET 1: GATEWAY EXECUTIVE PARK STREET 2: 3556 LAKE SHORE ROAD PO BOX 2028 CITY: BUFFALO STATE: NY ZIP: 14219-0228 FORMER COMPANY: FORMER CONFORMED NAME: GIBRALTAR STEEL CORP DATE OF NAME CHANGE: 19930924 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RUSS ARTHUR A JR CENTRAL INDEX KEY: 0001224757 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-22462 FILM NUMBER: 14540054 MAIL ADDRESS: STREET 1: 3400 HSBC CENTER CITY: BUFFALO STATE: NY ZIP: 14203 4 1 doc4.xml X0306 4 2014-01-17 0000912562 GIBRALTAR INDUSTRIES, INC. ROCK 0001224757 RUSS ARTHUR A JR 3556 LAKE SHORE ROAD P.O. BOX 2028 BUFFALO NY 14219-0228 1 1 Trustee Common Stock 22575.0000 D Common Stock (Restricted) 7053.0000 D Common Stock 2300.0000 I By Wife Common Stock 28267.0000 I Testamentary Trust Restricted Stock Unit (MSPP Match Post-2012) 2014-01-17 4 A 0 1879.7000 0.0000 A Common Stock 1879.7000 4281.6200 D Restricted Stock Unit (MSPP Post-2012) 2014-01-17 4 A 0 1879.7000 15.9600 A Common Stock 1879.7000 5533.9700 D Restricted Stock Unit (MSPP Match) Common Stock 11159.0600 11159.0600 D Restricted Stock Unit (MSPP) Common Stock 23969.9100 23969.9100 D Restrictions on 2,000 shares of restricted stock lapse on the earliest to occur of (i) 6 months following the date the Reporting Person on longer serves on the Board of Directors; (ii) the date of the Reporting Person's death; (iii) the date the Reporting Person suffers from a disability; and/or (iv) the date a change in control of the Company occurs. Restrictions on the remaining 3,000 shares of restricted stock lapse on the earliest to occur of (a) any of the foregoing (i) through (iv) above; and/or (b) 3 years following the grant date, of which 1,000 were granted on May 16, 2008, 1,000 were granted on May 19, 2009 and 1,000 were granted on May 7, 2010. Represents shares of common stock held by a trust created under the Last Will and Testament of Kenneth E. Lipke for the benefit of Patricia K. Lipke, of which Reporting Person serves as one of three trustees and shares voting and investment power and as to which shares Reporting Person disclaims beneficial ownership. Represents matching 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 annual director retainer fee. Restricted stock units are forfeited if Reporting Person's service as a member of the Company's Board of Directors is terminated prior to age sixty (60). If service as a member of the Company's Board of Directors 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. 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 annual director retainer fee. 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 member of the Company's Board of Directors. 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. Represents matching restricted stock units allocated to the Reporting Person prior to 2013 pursuant to the Company's Management Stock Purchase Plan equal in number to restricted stock units allocated to reflect the Reporting Person's deferral of a portion of his annual director retainer fee. Restricted stock units are forfeited if Reporting Person's service as a member of the Company's Board of Directors is terminated prior to age sixty (60). If service as a member of the Company's Board of Directors continues through age sixty (60), restricted stock units are payable solely in cash in five (5) consecutive, substantially equal annual installments 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. Represents restricted stock units allocated to Reporting Person prior to 2013 pursuant to the Company's Management Stock Purchase Plan reflecting deferred annual director fees. Restricted stock units are payable solely in cash in five (5) consecutive, substantially equal annual installments beginning six (6) months following termination of service as a member of the Company's Board of Directors. 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/Paul J. Schulz, Attorney in Fact for Arthur A. Russ, Jr. 2014-01-22