CROWN CASTLE INC. — Director's Dealing 2017

Feb 22, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CROWN CASTLE INTERNATIONAL CORP (CCI)
CIK: 0001051470
Period of Report: 2017-02-19

Reporting Person: Kavanagh Michael Joseph (SVP & Chief Commercial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-19	Common Stock $0.01 Par Value	M	5343	—	Acquired	22945	Direct
2017-02-19	Common Stock $0.01 Par Value	M	1069	—	Acquired	24014	Direct
2017-02-19	Common Stock $0.01 Par Value	M	959	—	Acquired	24973	Direct
2017-02-19	Common Stock $0.01 Par Value	M	1005	—	Acquired	25978	Direct
2017-02-19	Common Stock $0.01 Par Value	F	2324	$89.23	Disposed	23654	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-19	Performance RSUs	$	M	5343	Disposed		Common Stock (5343.0)	Direct
2017-02-19	Time RSUs	$	M	1069	Disposed		Common Stock (1069.0)	Direct
2017-02-19	Time RSUs	$	M	959	Disposed		Common Stock (959.0)	Direct
2017-02-19	Time RSUs	$	M	1005	Disposed		Common Stock (1005.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock $0.01 Par Value	513	Indirect

Footnotes

F1: Represents shares withheld by the issuer to satisfy the Reporting Person's tax withholding obligation in connection with the vesting of certain Restricted Stock Units ("RSUs") previously granted to the Reporting Person. Such withholding is exempt from Section 16(b) pursuant to Rule 16b-3(e).

F2: Represents shares previously acquired in transactions exempt under Rule 16b-3(c).

F3: Each RSU is issued pursuant to the Company's 2013 Long-Term Incentive Plan and represents a contingent right to receive one share of common stock, and vesting (i.e., forfeiture restriction termination) generally is subject to (i) the reporting person remaining an employee or director of the Company or its affiliates and (ii) the other criteria described in the footnotes below.

F4: 5,343 Performance RSUs vested on February 19, 2017, based upon the Company's total stockholder return performance ranking relative to a peer group of companies approved by the Company's board of directors for the three year period ending December 31, 2016. The remainder of the original Performance RSUs granted in February 2014 did not vest on February 19, 2017 and were forfeited.

F5: These Time RSUs were previously granted on February 20, 2014. 33 1/3% of the original grant amount of these Time RSUs vest on February 19 of each of 2015, 2016 and 2017.

F6: These Time RSUs were previously granted on February 12, 2015. 33 1/3% of the original grant amount of these Time RSUs vests on February 19 of each of 2016, 2017 and 2018.

F7: These Time RSUs were previously granted on February 18, 2016. 33 1/3% of the original grant amount of these Time RSUs vests on February 19 of each of 2017, 2018 and 2019.