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 *

Simon Kenneth Jay
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)
SVP and General Counsel
(Last)          (First)          (Middle)

1220 AUGUSTA DRIVE SUITE 600
3. Date of Earliest Transaction (MM/DD/YYYY)

2/19/2020
(Street)

HOUSTON, TX 77057
(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, $0.01 Par Value 2/19/2020  M  30157 A$0 64924 D  
Common Stock, $0.01 Par Value 2/19/2020  M  2901 A$0 67825 D  
Common Stock, $0.01 Par Value 2/19/2020  M  2513 A$0 70338 D  
Common Stock, $0.01 Par Value 2/19/2020  M  2248 A$0 72586 D  
Common Stock, $0.01 Par Value 2/19/2020  F  13993 (1)D$166.21 58593 D  
Common Stock, $0.01 Par Value         340 (2)(3)I By 401(k) Plan 
Common Stock, $0.01 Par Value         113 (4)I By Spouse (by IRA) 

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 Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Performance RSUs  (5)2/19/2020  M     30157   (6) (6)Common Stock 30157.0 $0 0 D  
Time RSUs  (5)2/19/2020  M     2901   (7) (7)Common Stock 2901.0 $0 0 D  
Time RSUs  (5)2/19/2020  M     2513   (8) (8)Common Stock 2513.0 $0 2513 D  
Time RSUs  (5)2/19/2020  M     2248   (9) (9)Common Stock 2248.0 $0 4496 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 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) The reporting person no longer has a reportable beneficial interest in the 55 shares of Company's common stock owned by his daughter and included in the reporting person's prior ownership reports.
(4) The reporting person disclaims beneficial ownership of these shares, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
(5) 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 (i.e., forfeiture restriction termination) 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.
(6) 30,157 Performance RSUs vested on February 19, 2020, based upon the Company's total stockholder return performance ranking relative to a peer group of companies approved by the Company's board of directors for the three year period ended February 16, 2020. The remainder of the original Performance RSUs granted in February 2017 did not vest on February 19, 2020 and were forfeited.
(7) These Time RSUs were previously granted on February 16, 2017. 33 1/3% of the original grant amount of these Time RSUs vested on February 19 of each of 2018, 2019 and 2020.
(8) These Time RSUs were previously granted on February 21, 2018. 33 1/3% of the original grant amount of these Time RSUs vest on February 19 of each of 2019, 2020 and 2021.
(9) These Time RSUs were previously granted on February 21, 2019. 33 1/3% of the original grant amount of these Time RSUs vest on February 19 of each of 2020, 2021 and 2022.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Simon Kenneth Jay
1220 AUGUSTA DRIVE SUITE 600
HOUSTON, TX 77057


SVP and General Counsel

Signatures
/s/ Kenneth Jay Simon2/21/2020
**Signature of Reporting PersonDate

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