FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

TAICLET JAMES D JR
2. Issuer Name and Ticker or Trading Symbol

AMERICAN TOWER CORP /MA/ [ AMT ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chairman, President and CEO
(Last)          (First)          (Middle)

116 HUNTINGTON AVENUE
3. Date of Earliest Transaction (MM/DD/YYYY)

3/10/2015
(Street)

BOSTON, MA 02116
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   3/10/2015     A    23792   (1) A $0   217702   (2) (3) D  
 
Common Stock   3/10/2015     F (4)    13377   D $94.57   204325   D  
 
Common Stock   3/11/2015     F (4)    6687   D $94.63   197638   D  
 
Common Stock                  1420   I   By minor children   (5)
Common Stock                  88976   I   By GRAT  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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
Option to Purchase Common Stock   $94.57   3/10/2015     A      298211         (6) 3/10/2025   Common Stock   298211   $0   298211   D  
 

Explanation of Responses:
( 1)  These Restricted Stock Units (RSUs) were granted pursuant to the 2007 Equity Incentive Plan and vest in 25% cumulative annual increments beginning March 10, 2016. Each RSU respresents a contingent right to receive one share of Common Stock.
( 2)  11,065 shares were returned to the reporting person's direct beneficial ownership on December 19, 2014 in the form of a scheduled annuity payment under the terms of a grantor retained annuity trust (GRAT).
( 3)  The issuer's method of reporting RSUs has been revised to report such grants in Table I rather than as previously reported in Table II. Accordingly, amount includes unvested RSUs previously reported in Table II.
( 4)  Shares delivered to the issuer for the payment of withholding taxes in connection with the vesting of RSUs previously granted under the 2007 Equity Incentive Plan.
( 5)  The reporting person disclaims beneficial ownership in shares owned by minor children. The reporting person no longer has a reportable interest in 210 shares that were included in his prior ownership reports as those shares are owned by a child who is now independent.
( 6)  This option was granted pursuant to the 2007 Equity Incentive Plan and is exercisable in 25% cumulative annual increments beginning March 10, 2016.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
TAICLET JAMES D JR
116 HUNTINGTON AVENUE
BOSTON, MA 02116
X
Chairman, President and CEO

Signatures
/s/ Mneesha O. Nahata, as attorney-in-fact 3/12/2015
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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