| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
CROWN CASTLE INTERNATIONAL CORP [ CCI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/01/2010 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock, $0.01 Par Value | 02/01/2010 | M | 14,000 | A | $31.875 | 210,607 | D | |||
| Common Stock, $0.01 Par Value | 02/01/2010 | S | 14,000 | D | $37.108(1) | 196,607 | D | |||
| Common Stock, $0.01 Par Value | 02/01/2010 | M | 7,500 | A | $20.188 | 204,107 | D | |||
| Common Stock, $0.01 Par Value | 02/01/2010 | S | 7,500 | D | $37.105(2) | 196,607 | D | |||
| Common Stock, $0.01 Par Value | 02/01/2010 | M | 5,014 | A | $30.875 | 201,621 | D | |||
| Common Stock, $0.01 Par Value | 02/01/2010 | S | 5,014 | D | $36.91(3) | 196,607 | D | |||
| Common Stock, $0.01 Par Value | 02/01/2010 | M | 1,865 | A | $23.375 | 198,472 | D | |||
| Common Stock, $0.01 Par Value | 02/01/2010 | S | 1,865 | D | $36.973 | 196,607 | D | |||
| Common Stock, $0.01 Par Value | 02/01/2010 | M | 20,000 | A | $24.688 | 216,607 | D | |||
| Common Stock, $0.01 Par Value | 02/01/2010 | S | 20,000 | D | $36.976(4) | 196,607 | D | |||
| Common Stock, $0.01 Par Value | 02/01/2010 | M | 50,000 | A | $8.7 | 246,607 | D | |||
| Common Stock, $0.01 Par Value | 02/01/2010 | S | 50,000 | D | $37.092(5) | 196,607 | D | |||
| Common Stock, $0.01 Par Value | 242(6) | I | by 401(K) Plan | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) | 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: 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 | ||||||||
| Stock Option (right to purchase Common Stock) | $31.875 | 02/01/2010 | M | 14,000 | (7) | 02/01/2010 | Common Stock | 14,000 | $0 | 0 | D | ||||
| Stock Option (right to puchase Common Stock) | $20.188 | 02/01/2010 | M | 7,500 | (8) | 02/02/2010 | Common Stock | 7,500 | $0 | 0 | D | ||||
| Stock Option (right to purchase Common Stock) | $30.875 | 02/01/2010 | M | 5,014 | (9) | 11/15/2010 | Common Stock | 5,014 | $0 | 0 | D | ||||
| Stock Option (right to purchase Common Stock) | $23.375 | 02/01/2010 | M | 1,865 | (10) | 12/20/2010 | Common Stock | 1,865 | $0 | 0 | D | ||||
| Stock Option (right to purchase Common Stock) | $24.688 | 02/01/2010 | M | 20,000 | (11) | 02/22/2011 | Common Stock | 20,000 | $0 | 0 | D | ||||
| Stock Option (right to purchase Common Stock) | $8.7 | 02/01/2010 | M | 50,000 | 09/25/2005(12) | 09/25/2011 | Common Stock | 50,000 | $0 | 0 | D | ||||
| Explanation of Responses: |
| 1. Represents the weighted average price of sales transacted on February 1, 2010; such sales were conducted through 14 individual transactions on February 1, 2010, at sales prices ranging from $36.9627 to $37.2971 per share. |
| 2. Represents the weighted average price of sales transacted on February 1, 2010; such sales were conducted through 20 individual transactions on February 1, 2010, at sales prices ranging from $36.96 to $37.28 per share. |
| 3. Represents the weighted average price of sales transacted on February 1, 2010; such sales were conducted through 4 individual transactions on February 1, 2010, at sales prices ranging from $36.859 to $37.02 per share. |
| 4. Represents the weighted average price of sales transacted on February 1, 2010; such sales were conducted through 18 individual transactions on February 1, 2010, at sales prices ranging from $36.84 to $37.13 per share. |
| 5. Represents the weighted average price of sales transacted on February 1, 2010; such sales were conducted through 31 individual transactions on February 1, 2010, at sales prices ranging from $36.95 to $37.182 per share. |
| 6. Represents shares previously acquired in transactions exempt under Rule 16b-3(c). |
| 7. Vested one-third per year over three years, with the first vesting on February 1, 2001. |
| 8. Vested one-third upon grant, one-third on March 2, 2000 (upon the Company's common stock achieving a pre-established target price), and one-third on March 30, 2000 (upon the Company's common stock achieving a pre-established target price). |
| 9. Vested one-third at the time of grant on November 15, 2000, with the remaining two-thirds vesting annually in an equal number over five years. |
| 10. Vested one-third at time of grant December 20, 2000, with remaining two-thirds vesting in an equal number over five years. |
| 11. Vested one-third per year over three years, with the first vesting on February 22, 2002. |
| 12. Vested on September 25, 2005 (following the Company's common stock achieving a pre-established target price). |
| /s/ Philip M. Kelley | 02/02/2010 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||