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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) | ||||||||
| February 24, 2003 |
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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 | 2/20/03 | A | 10,000 | (1) | A | 15,959,879 | I | (2) | |||||||||||||||
| Common Stock | 105,656 | D | |||||||||||||||||||||
| 12 3/4% Senior Exchangeable Preferred Stock | 47,068.00 | I | (2) | ||||||||||||||||||||
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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) | ||||||||||||||
| 6.25% Cumulative Convertible Preferred Stock | |||||||||||||||||
| Options to Purchase Common Stock | |||||||||||||||||
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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 |
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| 1,360,000 | I | (2) | |||||||||||||||
| 25,000 | I | (3) | |||||||||||||||
Explanation of Responses:
(1) These shares were issued as a component of the compensation to independent directors of the Issuer. In order to facilitate the Reporting Person's fulfillment of certain contractual obligations with Berkshire Partners LLC, the shares were issued directly to Berkshire Partners LLC rather than to the Reporting Person. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest.
(2) The shares are beneficially owned by or through certain affiliated investment entities. The Reporting Person disclaims beneficial ownership of any shares except to the extent of his pecuniary interest.
(3) These options were issued as a component of the compensation to independent directors of the Issuer. In order to facilitate the Reporting Person's fulfillment of certain contractual obligations with Berkshire Partners LLC, the options were issued directly to Berkshire Partners LLC rather than to the Reporting Person. The Reporting Person disclaims beneficial ownership of such options except to the extent of his pecuniary interest.
| /s/ Carl Ferenbach | February 24, 2003 | |
**Signature of Reporting Person |
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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