SEC FORM 3

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

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1. Name and Address of Reporting Person^*

Finlayson Michael

(Last)

(First)

(Middle)

C/O FIBERTOWER CORPORATION

185 BERRY STREET SUITE 4800

(Street)

SAN FRANCISCO

94107

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/30/2006

3. Issuer Name and Ticker or Trading Symbol
FiberTower CORP [ FTWR ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Senior VP - Technology

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	140,000⁽¹⁾	D
Common Stock	12	I	See footnote⁽²⁾

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Employee Stock Option (right to buy)	⁽³⁾	02/22/2011	Common Stock	175,000⁽⁴⁾	$7.92	D
Employee Stock Option (right to buy)	⁽⁵⁾	08/29/2011	Common Stock	186,667	$7.74	D

Explanation of Responses:

1. These are shares of restricted stock, which were granted on August 29, 2006 and will be fully vested on August 29, 2010 in equal annual installments with vesting beginning on August 29, 2007.

2. Mr. Finlayson owns a 10% interest in an investment club that owns 120 shares of FiberTower Corporation (the "Issuer") stock.

3. The option grant vested immediately upon the close of the merger of FiberTower Network Services Corp. into the Issuer on August 29, 2006.

4. The option grant was originally granted under the First Avenue Networks, Inc. Stock Option Plan.

5. Twenty-five percent of the option shall vest on August 29, 2007 and the remainder to vest monthly over a period of 36 months in equal monthly installments.

	/s/ Michael Finlayson	01/03/2007
	** 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 5 (b)(v).
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