SEC Form 4 · accession 0001051470-18-000079
CROWN CASTLE INC. · CCI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Kenneth Jay Simon
Officer — SVP and General Counsel
Period of report
Feb 21, 2018
Accepted (ET)
Feb 23, 2018 · 6:33 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001051470
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock $0.01 Par ValueF1 | Feb 23, 2018 | S | 693 | $108.79 | D | 14,869 | D | |
| Common Stock $0.01 Par ValueF2 | holding | — | — | — | 113 | I | By Spouse (by IRA) | |
| Common Stock $0.01 Par ValueF2 | holding | — | — | — | 55 | I | By Daughter | |
| Common Stock $0.01 Par ValueF3 | holding | — | — | — | 121 | I | By 401(k) Plan |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Time RSUsF4,F5 | — | Feb 21, 2018 | A | 7,538 | A | — | — | Common Stock | 7,538 | 7,538 | D |
| Performance RSUsF4,F6 | — | Feb 21, 2018 | A | 7,351 | A | — | — | Common Stock | 7,351 | 7,351 | D |
| Performance RSUs.F4,F7 | — | Feb 21, 2018 | A | 14,621 | A | — | — | Common Stock | 14,621 | 14,621 | D |
Explanation of responses
- F1This transaction was effected pursuant to a Rule 10b5-1 trading plan previously adopted by the reporting person.
- F2The 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.
- F3Represents shares previously acquired in transactions exempt under Rule 16b-3(c).
- F4Each 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.
- F533 1/3% of the Time RSUs vest on February 19 of each of 2019, 2020 and 2021.
- F60% to 150% of these Relative TSR Performance RSUs may vest on February 19, 2021 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, 2020. 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.
- F70% to 150% of these Absolute TSR Performance RSUs may vest on February 19, 2021 based on the Company's annualized total stockholder return ("TSR") for the three-year period ending December 31, 2020. 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.