Kelley Philip M Form 4 CROWN CASTLE INTERNATIONAL / Philip M Kelley 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^*

Kelley Philip M

(Last) (First) (Middle)

1220 AUGUSTA DR

SUITE 600

(Street)

HOUSTON TX 77057

(City) (State) (Zip)

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Senior VP, Corp Dev & Strategy

3. Date of Earliest Transaction (Month/Day/Year)
02/19/2016

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	02/19/2016		M		1,205	A	$0	150,652	D
Common Stock, $0.01 Par Value	02/19/2016		M		1,262	A	$0	151,914	D
Common Stock, $0.01 Par Value	02/19/2016		F		4,755(1)	D	$86.02	147,159	D
Common Stock, $0.01 Par Value	02/19/2016		D		5,198(2)	D	$0	141,961	D
Common Stock, $0.01 Par Value								534(3)	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	(4)	02/19/2016		M			1,205(5)	(6)	(6)	Common Stock	1,205	$0	1,205	D
Time RSUs	(4)	02/19/2016		M			1,262(5)	(7)	(7)	Common Stock	1,262	$0	2,524	D

Explanation of Responses:

1. Represents shares withheld by the issurer to satisfy the Reporting Person's tax withholding obligation in connection with the vesting (i.e., applicable transfer and forfeiture restriction termination) of certain shares of restricted stock and 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 the forfeiture and termination of the portion of the shares of performance restricted stock issued in 2013 which did not vest as a result of the applicable performance conditions not achieving the level required for the vesting of all 16,754 shares of 2013 performance restricted stock originally granted.

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

4. Each 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 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.

5. 33 1/3 % of the original grant amount of these Time RSUs vested on February 19, 2016.

6. These Time RSUs were previously granted on February 20, 2014. 33 1/3% of the original grant amount of these Time RSUs vests on February 19 of each of 2015, 2016 and 2017.

7. These Time RSUs were previously granted on February 12, 2015. 33 1/3% of the original grant amount of these Time RSUs vest on February 19 of each of 2016, 2017 and 2018.

Remarks:

	/s/ Philip M. Kelley	02/23/2016
	** 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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