0001051470-17-000003.txt : 20170104 0001051470-17-000003.hdr.sgml : 20170104 20170104171407 ACCESSION NUMBER: 0001051470-17-000003 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170101 FILED AS OF DATE: 20170104 DATE AS OF CHANGE: 20170104 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CROWN CASTLE INTERNATIONAL CORP CENTRAL INDEX KEY: 0001051470 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 760470458 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1220 AUGUSTA DRIVE STREET 2: SUITE 600 CITY: HOUSTON STATE: TX ZIP: 77057 BUSINESS PHONE: 7135703000 MAIL ADDRESS: STREET 1: 1220 AUGUSTA DRIVE STREET 2: SUITE 600 CITY: HOUSTON STATE: TX ZIP: 77057 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kavanagh Michael Joseph CENTRAL INDEX KEY: 0001691933 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-16441 FILM NUMBER: 17506885 MAIL ADDRESS: STREET 1: 1220 AUGUSTA DRIVE SUITE 600 CITY: HOUSTON STATE: TX ZIP: 77057 3 1 wf-form3_148356803507902.xml FORM 3 X0206 3 2017-01-01 0 0001051470 CROWN CASTLE INTERNATIONAL CORP CCI 0001691933 Kavanagh Michael Joseph 1220 AUGUSTA DRIVE SUITE 600 HOUSTON TX 77057 0 1 0 0 SVP & Chief Commercial Officer Common Stock $0.01 Par Value 17602 D Common Stock $0.01 Par Value 513 I By 401(k) Time RSUs 0.0 Common Stock 11520.0 D Performance RSUs 0.0 Common Stock 11256.0 D Time RSUs 0.0 Common Stock 1069.0 D Performance RSUs 0.0 Common Stock 9938.0 D Time RSUs 0.0 Common Stock 1918.0 D Performance RSUs 0.0 Common Stock 10560.0 D Time RSUs 0.0 Common Stock 3016.0 D Represents shares previously acquired in transactions exempt under Rule 16b-3(c). 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. 33 1/3% of these Time RSUs may vest on January 3 of each of 2018, 2019 and 2020. 0% to 100% of these Performance RSUs may vest on February 19, 2017 based upon the Company's total stockholder return ("TSR") performance ranking ("TSR Rank") relative to a peer group of companies approved by the Company's board of directors for the three year period ending December 31, 2016 ("Period 2017"). If the TSR Rank is at the 30th percentile or more up to the 55th percentile, then 33.34% to 66.67% of the Performance RSUs vest on a pro rata basis based upon the level of the TSR Rank (i.e., approximately an additional 1.3336% of the units vest for each 1.0 percentile increase in the TSR Rank above the 30th percentile up to the 55th percentile), with 66.67% of the Performance RSUs vesting at the 55th percentile. (Continued in Footnote 5) (Continued from Footnote 3) If the TSR Rank is at the 55th percentile or more, then 66.67% to 100% of the Performance RSUs vest on a pro rata basis based upon the level of the TSR Rank (i.e., approximately an additional 0.95229% of the units vest for each 1.0 percentile increase in the TSR Rank above the 55th percentile up to the 90th percentile (or above)), with 100% of the units vesting at or above the 90th percentile. However, if the TSR is negative for the Period 2017 and the TSR Rank is at or above the 30th percentile, the percentage of units which vest shall be 33.34%. If the TSR Rank is below the 30th percentile, 100% of the Performance RSUs will be forfeited. 100% of these Time RSUs may vest on February 19, 2017. 0% to 100% of these Performance RSUs may vest on February 19, 2018 based upon the Company's TSR Rank relative to a peer group of companies approved by the Company's board of directors for the three year period ending February 12, 2018 ("Period 2018"). If the TSR Rank is at the 30th percentile or more up to the 55th percentile, then 33.34% to 66.67% of the Performance RSUs vest on a pro rata basis based upon the level of the TSR Rank (i.e., approximately an additional 1.3336% of the units vest for each 1.0 percentile increase in the TSR Rank above the 30th percentile up to the 55th percentile), with 66.67% of the Performance RSUs vesting at the 55th percentile. (Continued in Footnote 8) (Continued from Footnote 7) If the TSR Rank is at the 55th percentile or more, then 66.67% to 100% of the Performance RSUs vest on a pro rata basis based upon the level of the TSR Rank (i.e., approximately an additional 0.95229% of the units vest for each 1.0 percentile increase in the TSR Rank above the 55th percentile up to the 90th percentile (or above)), with 100% of the units vesting at or above the 90th percentile. However, if the TSR is negative for the Period 2018 and the TSR Rank is at or above the 30th percentile, the percentage of units which vest shall be 33.34%. If the TSR Rank is below the 30th percentile, 100% of the Performance RSUs will be forfeited. 50% of these Time RSUs may vest on February 19 of each 2017 and 2018. 0% to 100% of these Performance RSUs may vest on February 19, 2019 based upon the Company's TSR Rank relative to a peer group of companies approved by the Company's board of directors for the three year period ending February 18, 2019 ("Period 2019"). If the TSR Rank is at the 30th percentile or more up to the 55th percentile, then 33.34% to 66.67% of the Performance RSUs vest on a pro rata basis based upon the level of the TSR Rank (i.e., approximately an additional 1.3336% of the units vest for each 1.0 percentile increase in the TSR Rank above the 30th percentile up to the 55th percentile), with 66.67% of the Performance RSUs vesting at the 55th percentile. (Continued in Footnote 11) (Continued from Footnote 11) If the TSR Rank is at the 55th percentile or more, then 66.67% to 100% of the Performance RSUs vest on a pro rata basis based upon the level of the TSR Rank (i.e., approximately an additional 0.95229% of the units vest for each 1.0 percentile increase in the TSR Rank above the 55th percentile up to the 90th percentile (or above)), with 100% of the units vesting at or above the 90th percentile. However, if the TSR is negative for the Period 2019 and the TSR Rank is at or above the 30th percentile, the percentage of units which vest shall be 33.34%. If the TSR Rank is below the 30th percentile, 100% of the Performance RSUs will be forfeited. 33 1/3% of these Time RSUs may vest on February 19 of each of 2017, 2018 and 2019. /s/ Michael Joseph Kavanagh 2017-01-04