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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 4
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
( ) Check this box if no longer subject to Section 16.
Form 4 or Form 5 obligations may continue. See Instructions 1(b).
1. Name and Address of Reporting Person
Centennial Fund V, L.P.
1428 15th Street
Denver, CO 80202
USA
2. Issuer Name and Ticker or Trading Symbol
Crown Castle International Corp.
TWRS
3. IRS or Social Security Number of Reporting Person (Voluntary)
4. Statement for Month/Year
November, 1999
5. If Amendment, Date of Original (Month/Year)
6. Relationship of Reporting Person(s) to Issuer (Check all applicable)
( ) Director (X) 10% Owner ( ) Officer (give title below) (X) Other
(specify below)
Joint Report(9)
7. Individual or Joint/Group Filing (Check Applicable Line)
( ) Form filed by One Reporting Person
(X) Form filed by More than One Reporting Person
___________________________________________________________________________________________________________________________________
Table I -- Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
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1. Title of Security |2. |3. |4.Securities Acquired (A) |5.Amount of |6.Dir |7.Nature of Indirect |
| Transaction | or Disposed of (D) | Securities |ect | Beneficial Ownership |
| | | | Beneficially |(D)or | |
| | | | | A/| | Owned at |Indir | |
| Date |Code|V| Amount | D | Price | End of Month |ect(I)| |
___________________________________________________________________________________________________________________________________|
Common Stock |11/11/|J(1)| |400,000 |D | |3,331,285 |D(2) | |
|99 | | | | | | | | |
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Common Stock |11/11/|J(1)| |1,200,000 |D | |4,765,340 |D(3) | |
|99 | | | | | | | | |
- -----------------------------------------------------------------------------------------------------------------------------------|
Common Stock |11/11/|J(1)| |12,000 |D | |103,415 |D(4) | |
|99 | | | | | | | | |
- -----------------------------------------------------------------------------------------------------------------------------------|
Common Stock |11/11/|J(5)| |254,802 |A | | |D(7) | |
|99 | | | | | | | | |
- -----------------------------------------------------------------------------------------------------------------------------------|
Common Stock |11/11/|J(1)| |18,805 |D | |235,997 |D(7) | |
|99 | | | | | | | | |
- -----------------------------------------------------------------------------------------------------------------------------------|
Common Stock |11/11/|J(6)| |68,485 |A | | |D(8) | |
|99 | | | | | | | | |
- -----------------------------------------------------------------------------------------------------------------------------------|
Common Stock |11/11/|J(1)| |4,558 |D | |63,927 |D(8) | |
|99 | | | | | | | | |
- -----------------------------------------------------------------------------------------------------------------------------------|
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Table II -- Derivative Securitites Acquired, Disposed of, or Beneficially Owned |
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1.Title of Derivative |2.Con- |3. |4. |5.Number of De |6.Date Exer|7.Title and Amount |8.Price|9.Number |10.|11.Nature of|
Security |version |Transaction | rivative Secu |cisable and| of Underlying |of Deri|of Deriva |Dir|Indirect |
|or Exer | | | rities Acqui |Expiration | Securities |vative |tive |ect|Beneficial |
|cise | | | red(A) or Dis |Date(Month/| |Secu |Securities |(D)|Ownership |
|Price of| | | posed of(D) |Day/Year) | |rity |Benefi |or | |
|Deriva- | | | |Date |Expir| | |ficially |Ind| |
|tive | | | | A/|Exer-|ation| Title and Number | |Owned at |ire| |
|Secu- | | | | | D |cisa-|Date | of Shares | |End of |ct | |
|rity |Date |Code|V| Amount | |ble | | | |Month |(I)| |
___________________________________________________________________________________________________________________________________|
| | | | | | | | | | | | | | |
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Explanation of Responses:
(1) Distribution of shares to the Reporting Persons'
partners.
(2) By Centennial Fund V, L.P. ("Fund V"). Centennial Holdings V, L.P., a
Delaware limited partnership ("Holdings V"), is the sole general partner of
Fund V. By virtue of the relationship described, Holdings V may be deemed to
control Fund V and possess indirect beneficial ownership of the
securities of the Issuer directly beneficially held by Fund V. This Form is
also being filed on behalf of Holdings V as an indirect beneficial owner of
securities of the
Issuer.
Steven C. Halstedt, Jeffrey H. Schutz, Adam Goldman, Donald H. Parsons, Jr.,
and David C. Hull, Jr. are the sole general partners of Holdings V (the
"Individual Partners"). By virtue of the relationships described above and
their roles with Fund V and Holdings V, each of the Individual Partners may
be deemed to control Holdings V and Fund V and may be deemed to possess
indirect beneficial ownership of the Issuer securities held by Fund V.
However, none of the Individual Partners, acting alone, has voting or
investment power with respect to the Issuer securities directly beneficially
held
by Fund V, and, as a result, each Individual Partner disclaims beneficial
ownership of the Issuer securities directly beneficially owned by Fund V.
Jeffrey H. Schutz is a director of the
Issuer.
(3) By Centennial Fund IV, L.P. ("Fund IV"). Each of the Individual Partners
is also one of the five general partners of Centennial Holdings IV, a
Delaware limited partnership ("Holdings IV"), which is the sole general partner
of Fund IV. By virtue of the relationships described above and their
roles with Fund IV and Holdings IV, each of the Individual partners may be
deemed to control Holdings IV and Fund IV and may be deemed to possess
indirect beneficial ownership of the Issuer securities held by Fund IV.
However, none of the Individual Partners, acting alone, has voting or
investment power with respect to the Issuer securities directly beneficially
held by Fund IV, and, as a result, each individual partner disclaims
beneficial ownership of the Issuer securities directly beneficially owned by
Fund IV.
(4) By Centennial Entrepreneurs Fund V, L.P. ("Entrepreneurs"). Centennial
Holdings V, L.P., a Delaware limited partnership ("Holdings V"), is the sole
general partner of Entrepreneurs. By virtue of the relationship described,
Holdings V may be deemed to control Entrepreneurs and possess indirect
beneficial ownership of the securities of the Issuer directly beneficially held
by Entrepreneurs.
By virtue of the relationships described above and their roles with
Entrepreneurs, each Individual Partner may be deemed to control Entreprenuers.
However, none of the Individual Partners, acting alone, has voting or
investment power with respect to the Issuer securities directly beneficially
held
by Entrepreneurs , and, as a result, each Individual Partner disclaims
beneficial ownership of the Issuer securities directly beneficially owned by
Entrepreneurs.
(5) Acquisition of shares from Holdings
IV.
(6) Acquisition of shares from Holdings V.
(7) By Holdings
IV.
(8) By Holdings
V.
(9) Pursuant to the Stockholders Agreement entered into between the Issuer and
each of the stockholders listed in Schedule I thereto (the
"Stockholders Agreement"), and pursuant to the Share Exchange Agreement dated
as of April 24, 1998 between the Issuer and Castle Transmission
Services (Holdings) Ltd ("CTSH"), Telediffusion de France International S.A.,
Digital Future Investments B.V. and certain shareholders of CTSH (the
"Share Exchange Agreement"), Centennial Fund V, L.P. may be deemed to be the
beneficial owner (as defined in Rule 16a-1(a)(1) promulgated under
the Securities Exchange Act of 1934, as amended) of the securities of the
Issuer owned by parties to the Stockholdes Agreement, but Centennial
Fund V, L.P. disclaims beneficial ownership of such securities, except to the
extent of its pecuniary interest therein.
(10) This form is executed by Jeffrey H. Schutz, General Partner of Holdings
V, the sole General Partner of Fund V.
Joint Filer Name: Centennial Fund IV,
L.P.
Address: 1428 15th
Street
Denver, CO 80202
Signature:
_____________________________________________
/s/Jeffrey H. Schutz, General Partner
of Centennial Holdings IV, L.P., a Delaware limited
partnership,
the sole General Partner of Centennial Fund IV, a Delaware
limited partnership
Joint Filer Name: Centennial Holdings IV,
L.P.
Address: 1428 15th
Street
Denver, CO 80202
Signature:
_____________________________________________
/s/Jeffrey H. Schutz, General Partner
of Centennial Holdings IV, L.P., a Delaware limited
partnership,
the sole General Partner of Centennial Fund IV, L. P., a
Delaware
limited partnership
Joint Filer Name: Centennial Entrepreneurs V,
L.P.
Address: 1428 15th
Street
Denver, CO 80202
Signature: _____________________________________________
/s/Jeffrey H. Schutz, General Partner of
Centennial
Holdings V, L.P., a Delaware limited partnership, the
sole
General Partner of Centennial Entrepreneurs Fund V, L.P., a
Delaware limited
partnership
Joint Filer Name: Centennial Fund V,
L.P.
Address: 1428 15th Street
Denver, CO 80202
Signature:
_____________________________________________
/s/Jeffrey H. Schutz, General
Partner
of Centennial Holdings V, L.P., a Delaware
limited
partnership, the sole General Partner of
Centennial Fund V, L.P., a Delaware
limited
partnership
Joint Filer Name: Centennial Holdings V,
L.P.
Address: 1428 15th Street
Denver, CO 80202
Signature:
_____________________________________________
/s/Jeffrey H.
Schutz,
General Partner
SIGNATURE OF REPORTING PERSON
/s/Jeffrey H. Schutz, General Partner (10)
DATE
December 9, 1999