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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 4
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the
Securities Exchange Act of 1934,
Section 17(a) of the Public Utility Holding Company Act of 1935
or Section 30(h) of the Investment Company Act of 1940
| o | 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* |
2. | Issuer Name and Ticker or
Trading Symbol |
3. | I.R.S. Identification
Number of Reporting Person, if an entity (Voluntary) |
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| Ferenbach, Carl (Last) (First) (Middle) |
Crown Castle
International Corp. (CCI) |
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| c/o Berkshire
Partners LLC One Boston Place, Suite 3300 (Street) |
4. | Statement for Month/Day/Year | 5. | If Amendment, Date of Original (Month/Day/Year) | ||||||||
| September 13, 2002 |
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| 6. | Relationship of Reporting Person(s) to Issuer (Check All Applicable) |
7. | Individual or Joint/Group
Filing (Check Applicable Line) |
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| Boston, MA 02108 (City) (State) (Zip) |
x | Director | o | 10% Owner | x | Form Filed by One Reporting Person | ||||||
| o | Officer (give title below) | o | Form Filed by More than One Reporting Person | |||||||||
| o | Other (specify below) | |||||||||||
| 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). | |
| 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 Sec- urities Beneficially Owned Following Reported Trans- action(s) (Instr. 3 and 4) |
6. | Ownership Form: Direct (D) or Indirect (I) (Instr. 4) |
7. | Nature
of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | Amount | (A) or (D) |
Price | |||||||||||||||||||
| Common Stock | 9/11/02 | P | 111,485 | A | $2.49751366 | 15,258,848 | I | (1) | |||||||||||||||
| Common Stock | 9/11/02 | P | 13,440 | A | $2.4975089 | 15,258,848 | I | (2) | |||||||||||||||
| Common Stock | 9//11/02 | P | 121,575 | A | $2.49751322 | 15,258,848 | I | (3) | |||||||||||||||
| Common Stock | 9/12/02 | P | 103,616 | A | $2.49929731 | 15,258,848 | I | (1) | |||||||||||||||
| Common Stock | 9/12/02 | P | 12,492 | A | $2.4992972 | 15,258,848 | I | (2) | |||||||||||||||
| Common Stock | 9/12/02 | P | 112,992 | A | $2.49929721 | 15,258,848 | I | (3) | |||||||||||||||
| Common Stock | 9/13/02 | P | 11,080 | A | $2.468 | 15,258,848 | I | (1) | |||||||||||||||
| Common Stock | 9/13/02 | P | 1,335 | A | $2.468 | 15,258,848 | I | (2) | |||||||||||||||
| Common Stock | 9/13/02 | P | 12,085 | A | $2.468 | 15,258,848 | I | (3) | |||||||||||||||
(1) By Fifth Berkshire Associates LLC. The Reporting Person is a managing member of Fifth Berkshire Associates LLC, the sole general partner of Berkshire Fund V, Limited Partnership (“Fund V”). The transaction reported represents a an open-market purchase by Fund V. The Reporting Person disclaims beneficial ownership of any shares in which he does not have a pecuniary interest.
(2) By Berkshire Investors LLC (“Berkshire Investors”). The Reporting Person is a managing member of Berkshire Investors. The transaction reported represents an open-market purchase by Berkshire Investors. The Reporting Person disclaims beneficial ownership of any shares in which he does not have a pecuniary interest.
(3) By Sixth Berkshire Associates LLC. The Reporting Person is a managing member of Sixth Berkshire Associates LLC, the sole general partner of Berkshire Fund VI, Limited Partnership (“Fund VI”). The transaction reported represents an open-market purchase by Fund VI. The Reporting Person disclaims any beneficial ownership of any shares in which he does not have a pecuniary interest.
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| Table II — Derivative
Securities Acquired, Disposed of, or Beneficially
Owned (e.g., puts, calls, warrants, options, convertible securities) |
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| 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) |
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| Code | V | (A) | (D) | ||||||||||||||
| Options to Purchase Common Stock | $3.28 | 9/12/02 | A | 25,000 | |||||||||||||
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| Table II — Derivative
Securities Acquired, Disposed of, or Beneficially Owned —
Continued (e.g., puts, calls, warrants, options, convertible securities) |
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| 6. | Date Exercisable and Expiration Date (Month/Day/Year) |
7. | Title and Amount of Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. | Nature
of Indirect Beneficial Ownership (Instr. 4) |
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| Date Exercisable |
Expiration Date |
Title | Amount or Number of Shares |
||||||||||||||
| Immed. | 7/18/12 | Common Stock | 25,000 | N/A | 25,000 | I | (1) | ||||||||||
Explanation of Responses:
(1) These options were issued as a component of the compensation to independent directors of the Issuer. The reporting person serves as a director on behalf of Berkshire Partners LLC. As a result, the options reported were issued to Berkshire Partners LLC rather than the Reporting Person, and the Reporting Person disclaims any beneficial ownership of such options
| /s/ Carl Ferenbach **Signature of Reporting Person |
9/13/02 Date |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | |
| Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | |
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