Crown Castle (CCI) Form 4 CROWN CASTLE / DANIEL K SCHLANGER ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

SCHLANGER DANIEL K

(Last) (First) (Middle)

8020 KATY FREEWAY

(Street)

HOUSTON TX 77024

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CROWN CASTLE INC. [ CCI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP & Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, $0.01 Par Value	09/30/2024		M		11,486	A	$0	120,954	D
Common Stock, $0.01 Par Value	09/30/2024		F		4,520(1)	D	$116.61	116,434	D
Common Stock, $0.01 Par Value								921(2)	I	By 401(K) Plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Time RSUs	(3)	09/30/2024		M			11,486	(4)	(4)	Common Stock	11,486	$0	9,599	D

Explanation of Responses:

1. Represents shares withheld by the issuer 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).

2. Represents shares previously acquired in transactions exempt under Rule 16b-3(c).

3. Each RSU is issued pursuant to the Crown Castle Inc. ("Company") 2022 Long-Term Incentive Plan, as amended.

4. These time RSUs were previously granted on January 23, 2024. 11,486 of the original grant amount of these Time RSUs vested on September 30, 2024. 9,599 of the original grant amount of these Time RSUs are scheduled to vest on December 31, 2024, subject to the reporting person remaining an employee of the Company or its affiliates on such date.

Remarks:

	/s/ Daniel K. Schlanger	10/01/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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