AMERICAN TOWER CORP /MA/ — Director's Dealing 2014

Mar 12, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AMERICAN TOWER CORP /MA/ (AMT)
CIK: 0001053507
Period of Report: 2014-03-10

Reporting Person: HESS WILLIAM H (EVP, Int'l. Operations)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-03-10	Common Stock	M	5219	—	Acquired	41192	Direct
2014-03-10	Common Stock	F	1838	$81.18	Disposed	39354	Direct
2014-03-10	Common Stock	M	5169	—	Acquired	44523	Direct
2014-03-10	Common Stock	F	2438	$81.18	Disposed	42085	Direct
2014-03-11	Common Stock	M	4552	—	Acquired	46637	Direct
2014-03-11	Common Stock	F	2114	$81.70	Disposed	44523	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-03-10	Restricted Stock Units	$	M	5219	Disposed		Common Stock (5219)	Direct
2014-03-10	Restricted Stock Units	$	M	5169	Disposed		Common Stock (5169)	Direct
2014-03-11	Restricted Stock Units	$	M	4552	Disposed		Common Stock (4552)	Direct
2014-03-10	Option to Purchase Common Stock	$81.18	A	107817	Acquired	2024-03-10	Common Stock (107817)	Direct
2014-03-10	Restricted Stock Units	$	A	19710	Acquired		Common Stock (19710)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5095	Indirect

Footnotes

F1: Includes 182 shares acquired under the Company's employee stock purchase plan in November 2013.

F2: Each Restricted Stock Unit (RSU) respresents a contingent right to receive one share of Common Stock.

F3: This RSU was granted on March 10, 2010 pursuant to the 2007 Equity Incentive Plan, and vests in 25% cumulative annual increments beginning March 10, 2011. This Form 4 reflects the vesting of this RSU on March 10, 2014 as to 100% of the original grant amount.

F4: This RSU was granted on March 10, 2011 pursuant to the 2007 Equity Incentive Plan, and vests in 25% cumulative annual increments beginning March 10, 2012. This Form 4 reflects the vesting of this RSU on March 10, 2014 as to 75% of the original grant amount.

F5: This RSU was granted on March 11, 2013 pursuant to the 2007 Equity Incentive Plan, and vests in 25% cumulative annual increments beginning March 11, 2014. This Form 4 reflects the vesting of this RSU on March 11, 2014 as to 25% of the original grant amount.

F6: This option was granted pursuant to the 2007 Equity Incentive Plan and is exercisable in 25% cumulative annual increments beginning March 10, 2015.

F7: This RSU was granted pursuant to the 2007 Equity Incentive Plan and vests in 25% cumulative annual increments beginning March 10, 2015.