SEC Form 4 · accession 0001051470-19-000078
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 21, 2019
Accepted (ET)
Feb 25, 2019 · 7:50 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 21, 2019 | A | 25,804 | A | — | — | Common Stock | 25,804 | 25,804 | D |
| Performance RSUsF1,F3 | — | Feb 21, 2019 | A | 27,618 | A | — | — | Common Stock | 27,618 | 27,618 | D |
| Performance RSUs.F1,F4 | — | Feb 21, 2019 | A | 49,043 | A | — | — | Common Stock | 49,043 | 49,043 | 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 2020, 2021 and 2022.
- F30% to 150% of these Relative TSR Performance RSUs may vest on February 19, 2022 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, 2021. 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.
- F40% to 150% of these Absolute TSR Performance RSUs may vest on February 19, 2022 based on the Company's annualized TSR for the three-year period ending December 31, 2021. 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.