SEC Form 4 · accession 0001051470-19-000030
CROWN CASTLE INC. · CCI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jay A. Brown
Officer — President and CEO · Director
Period of report
Feb 19, 2019
Accepted (ET)
Feb 21, 2019 · 5:31 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 Value | Feb 19, 2019 | M | 25,070 | $0.00 | A | 182,990 | D | |
| Common Stock, $0.01 Par Value | Feb 19, 2019 | M | 13,984 | $0.00 | A | 196,974 | D | |
| Common Stock, $0.01 Par Value | Feb 19, 2019 | M | 5,401 | $0.00 | A | 202,375 | D | |
| Common Stock, $0.01 Par Value | Feb 19, 2019 | M | 8,057 | $0.00 | A | 210,432 | D | |
| Common Stock, $0.01 Par Value | Feb 19, 2019 | M | 7,374 | $0.00 | A | 217,806 | D | |
| Common Stock, $0.01 Par ValueF1 | Feb 19, 2019 | F | 22,314 | $120.13 | D | 195,492 | D | |
| Common Stock, $0.01 Par ValueF2 | holding | — | — | — | 9,883 | I | by 401(K) Plan | |
| Common Stock, $0.01 Par ValueF3 | holding | — | — | — | 2,000 | I | by Spouse |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance RSUsF4,F5 | — | Feb 19, 2019 | M | 25,070 | D | — | — | Common Stock | 25,070 | 0 | D |
| Performance RSUsF4,F6 | — | Feb 19, 2019 | M | 13,984 | D | — | — | Common Stock | 13,984 | 0 | D |
| Time RSUsF4,F7 | — | Feb 19, 2019 | M | 5,401 | D | — | — | Common Stock | 5,401 | 0 | D |
| Time RSUsF4,F8 | — | Feb 19, 2019 | M | 8,057 | D | — | — | Common Stock | 8,057 | 8,057 | D |
| Time RSUsF4,F9 | — | Feb 19, 2019 | M | 7,374 | D | — | — | Common Stock | 7,374 | 14,748 | D |
Explanation of responses
- F1Represents shares withheld by the issurer to satisfy the Reporting Person's tax withholding obligation in connection with the vesting of certain Restricted Stock Units ("RSUs") previously granted to the Reporting Person. Such withholding is exempt from Section 16(b) pursuant to Rule 16b-3(e).
- F2Represents shares previously acquired in transactions exempt under Rule 16b-3(c).
- F3The 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.
- F4Each 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.
- F525,070 Performance RSUs vested on February 19, 2019, based upon the Company's total stockholder return performance ranking relative to a peer group of companies approved by the Company's board of directors for the three year period ended February 18, 2019. The remainder of the original Performance RSUs granted in February 2016 did not vest on February 19, 2019 and were forfeited.
- F613,984 Performance RSUs vested on February 19, 2019, based upon the Company's total stockholder return performance ranking relative to a peer group of companies approved by the Company's board of directors for the three year period ended February 18, 2019. The remainder of the original Performance RSUs granted in February 2016 did not vest on February 19, 2019 and were forfeited.
- F7These Time RSUs were previously granted on February 18, 2016. 33 1/3% of the original grant amount of these Time RSUs vest on February 19 of each of 2017, 2018 and 2019.
- F8These Time RSUs were previously granted on February 16, 2017. 33 1/3% of the original grant amount of these Time RSUs vest on February 19 of each of 2018, 2019 and 2020.
- F9These Time RSUs were previously granted on February 21, 2018. 33 1/3% of the original grant amount of these Time RSUs vest on February 19 of each of 2019, 2020 and 2021.