CROWN CASTLE INC. — Director's Dealing 2012

Feb 27, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CROWN CASTLE INTERNATIONAL CORP (CCI)
CIK: 0001051470
Period of Report: 2012-02-23

Reporting Person: Brown Jay A. (Sr. VP, CFO & Treasurer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-23	Common Stock, $0.01 Par Value	A	10365	—	Acquired	241652	Direct
2012-02-23	Common Stock, $0.01 Par Value	A	37745	—	Acquired	279397	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $0.01 Par Value	7965	Indirect
Common Stock, $0.01 Par Value	2000	Indirect

Footnotes

F1: The stock is restricted stock issued pursuant to the Company's 2004 Stock Incentive Plan, and 33 1/3% of the restricted stock generally vests (i.e., the transfer and forfeiture restrictions terminate) on February 19 of each of 2013, 2014 and 2015.

F2: The shares represent restricted stock issued under the Company's 2004 Stock Incentive Plan. The terms of such restricted stock provide for 0% to 100% of the shares to vest (i.e., the transfer and forfeiture restrictions terminate) on February 19, 2015 based upon the highest average closing price per share of the Company's common stock for 20 consecutive trading days during the period commencing August 24, 2014 and ending on (and including) February 19, 2015 ("Highest Average Price"). The percentage of shares vesting being equal to 33 1/3%, 66 2/3% or 100% of the number of shares of restricted stock granted if the Highest Average Price is $60.21, $69.23 or $79.10, respectively. (footnote continues at footnote 3)

F3: (footnote 2 continued) If the Highest Average Price is between $60.21 and $69.23, then an additional amount up to 33 1/3% shall vest on a prorata basis (approximately 3.70% per $1.00 increase in the Highest Average Price above $60.21). If the Highest Average Price is between $69.23 and $79.10, then an additional amount up to 33 1/3% shall vest on a prorata basis (approximately 3.38% per $1.00 increase in the Highest Average Price above $69.23). If the stock price is at or above $60.21 per share as of February 19, 2015 and remains at or above for 20 consecutive trading days, then a minimum of 33 1/3% of the shares of restricted stock shall vest. Any shares of such restricted stock that do not vest as described in the preceding sentence will generally be forfeited.

F4: Represents shares previously acquired in transactions exempt under Rule 16b-3(c).