CROWN CASTLE INC. — Director's Dealing 2018

Feb 21, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CROWN CASTLE INTERNATIONAL CORP (CCI)
CIK: 0001051470
Period of Report: 2018-02-19

Reporting Person: Brown Jay A. (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-02-19	Common Stock, $0.01 Par Value	M	26465	—	Acquired	179503	Direct
2018-02-19	Common Stock, $0.01 Par Value	M	3132	—	Acquired	182635	Direct
2018-02-19	Common Stock, $0.01 Par Value	M	5400	—	Acquired	188035	Direct
2018-02-19	Common Stock, $0.01 Par Value	M	8057	—	Acquired	196092	Direct
2018-02-19	Common Stock, $0.01 Par Value	F	15566	$109.12	Disposed	180526	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-02-19	Performance RSUs	$	M	26465	Acquired		Common Stock (26465.0)	Direct
2018-02-19	Time RSUs	$	M	3132	Acquired		Common Stock (3132.0)	Direct
2018-02-19	Time RSUs	$	M	5400	Acquired		Common Stock (5400.0)	Direct
2018-02-19	Time RSUs	$	M	8057	Acquired		Common Stock (8057.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $0.01 Par Value	2000	Indirect
Common Stock, $0.01 Par Value	9284	Indirect

Footnotes

F1: Represents shares withheld by the issurer to satisfy the Reporting Person's tax withholding obligation in connection with the vesting of certain shares of restricted stock and 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: 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.

F3: Represents shares previously acquired in transactions exempt under Rule 16b-3(c).

F4: 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 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.

F5: 26,465 Performance RSUs vested on February 19, 2018, 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 February 12, 2018. The remainder of the original Performance RSUs granted in February 2015 did not vest on February 19, 2017 and were forfeited.

F6: These Time RSUs were previously granted on February 12, 2015. 33 1/3% of the original grant amount of these Time RSUs vest 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 vest on February 19 of each of 2017, 2018 and 2019.

F8: These Time RSUs were previously granted on February 16, 2017. 33 1/3% of the original grant amount of these Time RSUs vest on February 19 of each of 2018, 2019 and 2020.