SEC Form 4 · accession 0001051470-16-000190
CROWN CASTLE INC. · CCI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jay A. Brown
Officer — Sr. VP, CFO & Treasurer
Period of report
Feb 18, 2016
Accepted (ET)
Feb 22, 2016 · 7:24 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001051470
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Time RSUsF1,F2 | — | Feb 18, 2016 | A | 10,399 | A | — | — | Common Stock | 10,399 | 10,399 | D |
| Performance RSUsF1,F3,F4 | — | Feb 18, 2016 | A | 36,408 | A | — | — | Common Stock | 36,408 | 36,408 | D |
| Time RSUsF1,F2,F5 | — | Feb 18, 2016 | A | 5,801 | A | — | — | Common Stock | 5,801 | 5,801 | D |
| Performance RSUsF1,F3,F4,F5 | — | Feb 18, 2016 | A | 20,309 | A | — | — | Common Stock | 20,309 | 20,309 | D |
Explanation of responses
- F1Each 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.
- F233 1/3% of the Time RSUs vest on February 19 of each of 2017, 2018 and 2019.
- F30% to 100% of the Performance RSUs vest on February 19, 2019 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 February 18, 2019 ("Period"). 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 4)
- F4(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 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.
- F5In addition, the vesting of these RSUs is subject to and contingent upon the Reporting Person assuming the office of President and Chief Executive Officer of the Company on or before June 1, 2016. To the extent the Reporting Person does not assume such office, these RSUs will be forfeited (provided the Compensation Committee has the authority to waive, amend or extend such requirement).