CROWN CASTLE INC. — Director's Dealing 2019

Feb 21, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CROWN CASTLE INTERNATIONAL CORP (CCI)
CIK: 0001051470
Period of Report: 2019-02-19

Reporting Person: Kelley Philip M (Senior VP, Corp Dev & Strategy)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-02-19	Common Stock, $0.01 Par Value	M	12074	—	Acquired	114708	Direct
2019-02-19	Common Stock, $0.01 Par Value	M	1670	—	Acquired	116378	Direct
2019-02-19	Common Stock, $0.01 Par Value	M	1934	—	Acquired	118312	Direct
2019-02-19	Common Stock, $0.01 Par Value	M	1747	—	Acquired	120059	Direct
2019-02-19	Common Stock, $0.01 Par Value	F	5634	$120.13	Disposed	114425	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-02-19	Performance RSUs	$	M	12074	Disposed		Common Stock (12074.0)	Direct
2019-02-19	Time RSUs	$	M	1670	Disposed		Common Stock (1670.0)	Direct
2019-02-19	Time RSUs	$	M	1934	Disposed		Common Stock (1934.0)	Direct
2019-02-19	Time RSUs	$	M	1747	Disposed		Common Stock (1747.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $0.01 Par Value	977	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 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: 12,074 Performance RSUs vested on February 19, 2019, 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 ended February 18, 2019. The remainder of the original Performance RSUs granted in February 2016 did not vest on February 19, 2019 and were forfeited.

F5: 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.

F6: 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.

F7: These Time RSUs were previously granted on February 21, 2018. 33 1/3% of the original grant amount of these Time RSUs vests on February 19 of each of 2019, 2020 and 2021.