CROWN CASTLE INC. — Director's Dealing 2022

Feb 23, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CROWN CASTLE INTERNATIONAL CORP (CCI)
CIK: 0001051470
Period of Report: 2022-02-19

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-02-19	Common Stock, $0.01 Par Value	M	32699	—	Acquired	328544	Direct
2022-02-19	Common Stock, $0.01 Par Value	M	73564	—	Acquired	402108	Direct
2022-02-19	Common Stock, $0.01 Par Value	M	8602	—	Acquired	410710	Direct
2022-02-19	Common Stock, $0.01 Par Value	M	6637	—	Acquired	417347	Direct
2022-02-19	Common Stock, $0.01 Par Value	M	7074	—	Acquired	424421	Direct
2022-02-19	Common Stock, $0.01 Par Value	F	49679	$162.34	Disposed	374742	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-02-19	Performance RSUs	$	M	32699	Disposed		Common Stock (32699.0)	Direct
2022-02-19	Performance RSUs	$	M	73564	Disposed		Common Stock (73564.0)	Direct
2022-02-19	Time RSUs	$	M	8602	Disposed		Common Stock (8602.0)	Direct
2022-02-19	Time RSUs	$	M	6637	Disposed		Common Stock (6637.0)	Direct
2022-02-19	Time RSUs	$	M	7074	Disposed		Common Stock (7074.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $0.01 Par Value	11172	Indirect
Common Stock, $0.01 Par Value	2000	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: 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.

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 (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.

F5: 32,699 Relative TSR Performance RSUs vested on February 19, 2022, based upon the Company's annualized total stockholder return performance ranking relative to the constituent companies of the Standard & Poor's 500 Index for the three-year period ended December 31, 2021.

F6: 73,564 Absolute TSR Performance RSUs vested on February 19, 2022, based upon the Company's annualized total stockholder return for the three-year period ended December 31, 2021.

F7: These Time RSUs were previously granted on February 21, 2019. 33 1/3% of the original grant amount of these Time RSUs vest on February 19 of each of 2020, 2021 and 2022.

F8: These Time RSUs were previously granted on February 20, 2020. 33 1/3% of the original grant amount of these Time RSUs vest on February 19 of each of 2021, 2022 and 2023.

F9: These Time RSUs were previously granted on February 18, 2021. 33 1/3% of the original grant amount of these Time RSUs vest on February 19 of each of 2022, 2023 and 2024.