SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response: 0.5

1. Name and Address of Reporting Person* Smith Rodney M (Last) (First) (Middle) 116 HUNTINGTON AVENUE (Street) BOSTON MA 02116 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 03/16/2020	3. Issuer Name and Ticker or Trading Symbol AMERICAN TOWER CORP /MA/ [ AMT ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) EVP, CFO & Treasurer	5. If Amendment, Date of Original Filed (Month/Day/Year)
			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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	41,611(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Option to Purchase Common Stock	(2)	03/12/2022	Common Stock	17,232	62	D
Option to Purchase Common Stock	(3)	10/01/2022	Common Stock	3,956	71.07	D
Option to Purchase Common Stock	(4)	03/11/2023	Common Stock	25,389	76.9	D
Option to Purchase Common Stock	(5)	03/10/2024	Common Stock	33,019	81.18	D
Option to Purchase Common Stock	(6)	03/10/2025	Common Stock	33,135	94.57	D
Option to Purchase Common Stock	(7)	03/10/2026	Common Stock	34,341	94.71	D

Explanation of Responses:

1. Amount includes 13,798 shares of Common Stock underlying unvested restricted stock units previously granted under the 2007 Equity Incentive Plan, as amended (the "Plan").

2. This option was granted pursuant to the Plan and is exercisable in 25% cumulative annual increments beginning March 12, 2013.

3. This option was granted pursuant to the Plan and is exercisable in 25% cumulative annual increments beginning October 1, 2013.

4. This option was granted pursuant to the Plan and is exercisable in 25% cumulative annual increments beginning March 11, 2014.

5. This option was granted pursuant to the Plan and is exercisable in 25% cumulative annual increments beginning March 10, 2015.

6. This option was granted pursuant to the Plan and is exercisable in 25% cumulative annual increments beginning March 10, 2016.

7. This option was granted pursuant to the Plan and is exercisable in 25% cumulative annual increments beginning March 10, 2017.

Remarks:

	/s/ Mneesha O. Nahata, as attorney-in-fact	03/26/2020
	** 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 5 (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 Number.

LIMITED POWER OF ATTORNEY

FOR SECTION 16 REPORTING OBLIGATIONS



 Know all by these presents, that the undersigned hereby makes,

constitutes and appoints each of Thomas A. Bartlett, Edmund DiSanto,

Mneesha O. Nahata and Marina A. Breed, signing singly and each acting

individually, as the undersigned's true and lawful attorney in fact with

full power and authority as hereinafter described to:

  (1) execute for and on behalf of the undersigned, in the

undersigned's capacity as an officer of American Tower Corporation (the

?Company?), Form ID, including other documents necessary to obtain EDGAR

codes and passwords enabling the undersigned to make electronic filings

with the Securities and Exchange Commission, Forms 3, 4, and 5 (including

any amendments thereto) in accordance with Section 16(a) of the

Securities Exchange Act of 1934 and the rules thereunder (the ?Exchange Act?);

 (2) do and perform any and all acts for and on behalf of the

undersigned which may be necessary or desirable to prepare, complete and

execute any such Form ID, Form 3, 4, or 5, prepare, complete and execute

any amendment or amendments thereto, and timely deliver and file such

form with the United States Securities and Exchange Commission and any

stock exchange or similar authority;

 (3) seek or obtain, as the undersigned?s representative and

on the undersigned?s behalf, information regarding transactions in the

Company?s securities from any third party, including brokers, employee

benefit plan administrators and trustees, and the undersigned hereby

authorizes any such person to release any such information to such

attorney in fact and approves and ratifies any such release of

information; and

 (4) take any other action of any type whatsoever in

connection with the foregoing which, in the opinion of such attorney in

fact, may be of benefit to, in the best interest of, or legally required

by, the undersigned, it being understood that the documents executed by

such attorney in fact on behalf of the undersigned pursuant to this Power

of Attorney shall be in such form and shall contain such terms and

conditions as such attorney in fact may approve in such attorney in

fact's discretion.

 The undersigned hereby grants to each such attorney in fact full

power and authority to do and perform any and every act and thing

whatsoever requisite, necessary, or proper to be done in the exercise of

any of the rights and powers herein granted, as fully to all intents and

purposes as the undersigned might or could do if personally present, with

full power of substitution or revocation, hereby ratifying and confirming

all that such attorney in fact, or such attorney in fact's substitute or

substitutes, shall lawfully do or cause to be done by virtue of this

power of attorney and the rights and powers herein granted. The

undersigned acknowledges that the foregoing attorneys in fact, in serving

in such capacity at the request of the undersigned, are not assuming nor

relieving, nor is the Company assuming nor relieving, any of the

undersigned's responsibilities to comply with Section 16 of the Exchange Act.

 The undersigned acknowledges that neither the Company nor the

foregoing attorneys in fact assume (i) any liability for the

undersigned?s responsibility to comply with the requirement of the

Exchange Act, (ii) any liability of the undersigned for any failure to

comply with such requirements, or (iii) any obligation or liability of

the undersigned for profit disgorgement under Section 16(b) of the

Exchange Act.

 This Power of Attorney shall remain in full force and effect

until the undersigned is no longer required to file Forms 3, 4, and 5

with respect to the undersigned's holdings of and transactions in

securities issued by the Company, unless earlier revoked by the

undersigned in a signed writing delivered to the foregoing attorneys in

fact.

 IN WITNESS WHEREOF, the undersigned has caused this Power of

Attorney to be executed as of this 26th day of March, 2020.

/s/ Rodney M. Smith

Name: Rodney M. Smith