CROWN CASTLE INC. — Director's Dealing 2013

Feb 25, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CROWN CASTLE INTERNATIONAL CORP (CCI)
CIK: 0001051470
Period of Report: 2013-02-21

Reporting Person: Slowey Patrick (SVP & Chief Commercial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-02-21	Common Stock, $0.01 Par Value	A	4977	—	Acquired	74232	Direct
2013-02-21	Common Stock, $0.01 Par Value	A	21666	—	Acquired	95898	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $0.01 Par Value	328	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 2014, 2015 and 2016.

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, 2016 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, 2015 and ending on (and including) February 19, 2016 ("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 $78.72, $90.51 or $103.42, respectively. (footnote continues at footnote 3)

F3: (footnote 2 continued) If the Highest Average Price is between $78.72 and $90.51, then an additional amount up to 33 1/3% shall vest on a prorata basis (approximately 2.83% per $1.00 increase in the Highest Average Price above $78.72). If the Highest Average Price is between $90.51 and $103.42, then an additional amount up to 33 1/3% shall vest on a prorata basis (approximately 2.58% per $1.00 increase in the Highest Average Price above $90.51). If the stock price is at or above $78.72 per share as of February 19, 2016 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: The reporting person disclaims beneficial ownership of these shares, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.