Statement of Changes in Beneficial Ownership (4)
23 February 2021 - 9:39AM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Brown Jay A. |
2. Issuer Name and Ticker or Trading Symbol
CROWN CASTLE INTERNATIONAL CORP
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CCI
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President and CEO |
(Last)
(First)
(Middle)
1220 AUGUSTA DR, SUITE 600 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/18/2021 |
(Street)
HOUSTON, TX 77057
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Time RSUs | (1) | 2/18/2021 | | A | | 21224 | | (2) | (2) | Common Stock | 21224.0 | $0 | 21224 | D | |
Performance RSUs | (1) | 2/18/2021 | | A | | 21497 | | (3) | (3) | Common Stock | 21497.0 | $0 | 21497 | D | |
Performance RSUs | (1) | 2/18/2021 | | A | | 32970 | | (4) | (4) | Common Stock | 32970.0 | $0 | 32970 | D | |
Explanation of Responses: |
(1) | Each Restricted Stock Unit ("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. |
(2) | 33 1/3% of the Time RSUs vest on February 19 of each of 2022, 2023 and 2024. |
(3) | 0% to 150% of these Relative TSR Performance RSUs may vest on February 19, 2024 based on the Company's annualized total stockholder return ("TSR") performance ranking ("TSR Rank") relative to the constituent companies of the Standard & Poor's 500 Index for the three-year period ending December 31, 2023. The percentage of Relative TSR Performance RSUs that may vest will be (a) 0% if the TSR Rank is below the 30th percentile; (b) 50% if the TSR Rank is at the 30th percentile; (c) 100% if the TSR Rank is at the 55th percentile; and (d) 150% if the TSR Rank is at the 90th percentile or greater. If the TSR Rank is between the 30th and 55th percentiles or between the 55th and 90th percentiles, the percentage of Relative TSR Performance RSUs that may vest is determined using linear interpolation. |
(4) | 0% to 150% of these Absolute TSR Performance RSUs may vest on February 19, 2024 based on the Company's annualized TSR for the three-year period ending December 31, 2023. The percentage of Absolute TSR Performance RSUs that may vest will be (a) 0% if TSR is below 6.5%; (b) 50% if TSR is 6.5%; (c) 100% if TSR is 11.5%; and (d) 150% if TSR is 16.5% or greater. If TSR is between 6.5% and 11.5% or between 11.5% and 16.5%, the percentage of Absolute TSR Performance RSUs that may vest is determined using linear interpolation. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Brown Jay A. 1220 AUGUSTA DR SUITE 600 HOUSTON, TX 77057 | X |
| President and CEO |
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Signatures
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/s/ Jay A. Brown | | 2/19/2021 |
**Signature of Reporting Person | Date |
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