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SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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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^*

GREENHILL CAPITAL PARTNERS, LLC

(Last)

(First)

(Middle)

300 PARK AVENUE, 23RD FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

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
	Officer (give title below)	X	Other (specify below)
S/H w/ Board Representation

3. Date of Earliest Transaction (Month/Day/Year)
01/26/2007

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. 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
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 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/26/2007		D⁽¹⁾		3,861,749	D	$33.8719	10,638,328	D⁽²⁾⁽³⁾⁽⁴⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)		6. Date Exercisable and Expiration Date (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

GREENHILL CAPITAL PARTNERS, LLC

(Last)

(First)

(Middle)

300 PARK AVENUE, 23RD FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

GCP SPV I, LLC

(Last)

(First)

(Middle)

C/O GREENHILL CAPITAL PARTNERS

300 PARK AVENUE

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

GCP SPV 2, LLC

(Last)

(First)

(Middle)

C/O GREENHILL CAPITAL PARTNERS

300 PARK AVENUE

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

Explanation of Responses:

1. This transaction was a disposition to the issuer exempt under Rule 16b-3(e).

2. This form is being filed by the following Reporting Persons: Greenhill Capital Partners LLC, GCP SPV 1, LLC and GCP SPV 2, LLC.

3. Greenhill Capital Partners LLC is the general partner of each of GCP Managing Partner, L.P., which acts as the manager for GCP SPV 1, LLC and GCP Managing Partner II, L.P, which acts as the manager for GCP SPV 2, LLC.

4. Greenhill Capital Partners LLC sold 11,793 shares, GCP SPV 1, LLC sold 3,562,700 shares and GCP SPV 2, LLC sold 287,256 shares. Following the reported transaction, Greenhill Capital Partners LLC owned 32,488 shares, GCP SPV 1, LLC owned 9,814,508 shares and GCP SPV 2, LLC owned 791,332 shares.

	1.Greenhill Capital Partners, LLC, By: Ulrika Ekman, General Counsel and Secretary, /s/ Ulrika Ekman	01/30/2007
	2.GCP SPV 1, LLC, By GCP Managing Partner, L.P., as Manager of GCP SPV 1, LLC	01/30/2007
	By: Greenhill Capital Partners, LLC, as General Partner of GCP Managing Partner, L.P., By: Ulrika Ekman, General Counsel and Secretary, /s/ Ulrika Ekman	01/30/2007
	3. GCP SPV 2, LLC, By GCP Managing Partner II, L.P., as Manager of GCP SPV 2, LLC	01/30/2007
	By: Greenhill Capital Partners, LLC, as General Partner of GCP Managing Partner, II, L.P., By: Ulrika Ekman, General Counsel and Secretary, /s/ Ulrika Ekman	01/30/2007
	** 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.
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