SBA COMMUNICATIONS CORP — Director's Dealing 2012

Nov 28, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SBA COMMUNICATIONS CORP (SBAC)
CIK: 0001034054
Period of Report: 2012-11-26

Reporting Person: STOOPS JEFFREY (Director, Chief Executive Officer & Pres)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-09-26	Class A Common Stock	G	1000	—	Disposed	295972	Direct
2012-11-26	Class A Common Stock	S	64000	$67.72	Disposed	231972	Direct
2012-11-26	Class A Common Stock	S	6000	$68.26	Disposed	225972	Direct
2012-11-27	Class A Common Stock	M	37265	$19.10	Acquired	263237	Direct
2012-11-27	Class A Common Stock	M	50000	$28.54	Acquired	313237	Direct
2012-11-26	Class A Common Stock	S	50000	$67.19	Disposed	519863	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-11-27	Stock Options (Right to Buy)	$19.1	M	37265	Disposed	2016-01-19	Class A Common Stock (37265)	Direct
2012-11-27	Stock Options (Right to Buy)	$28.54	M	50000	Disposed	2014-02-26	Class A Common Stock (50000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	4500	Indirect
Class A Common Stock	4500	Indirect
Class A Common Stock	4500	Indirect
Class A Common Stock	3350	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Options (Right to Buy)	$32.39	2015-02-28	Class A Common Stock (146913)	146913	Direct
Stock Options (Right to Buy)	$19.68	2016-03-05	Class A Common Stock (194604)	194604	Direct
Stock Options (Right to Buy)	$35.71	2017-03-04	Class A Common Stock (84598)	84598	Direct
Restricted Stock Units	$		Class A Common Stock (9654)	9654	Direct
Stock Options (Right to Buy)	$42.15	2018-03-04	Class A Common Stock (97483)	97483	Direct
Restricted Stock Units	$		Class A Common Stock (16827)	16827	Direct
Stock Options (Right to Buy)	$47.52	2019-03-06	Class A Common Stock (106450)	106450	Direct
Restricted Stock Units	$		Class A Common Stock (23541)	23541	Direct

Footnotes

F1: The reporting person gifted these shares to a 501(c)(3) institution in an exempt transaction pursuant to Rule 16b-5 of the Securities Exchange Act of 1934, as amended.

F2: Represents the weighted average price of the shares sold. The prices of the shares sold pursuant to the transactions ranged from $67.14 to $68.13 per share. The Reporting Person, upon request, will provide the Securities and Exchange Commission staff, the issuer or a security holder of the issuer full information regarding the number of shares sold at each separate price.

F3: Represents the weighted average price of the shares sold. The prices of the shares sold pursuant to the transactions ranged from $68.14 to $68.39 per share. The Reporting Person, upon request, will provide the Securities and Exchange Commission staff, the issuer or a security holder of the issuer full information regarding the number of shares sold at each separate price.

F4: Each of the four different trusts is for the benefit of one of the reporting person's four children.

F5: Represents the weighted average price of the shares sold. The prices of the shares sold pursuant to the transactions ranged from $67.03 to $67.38 per share. The Reporting Person, upon request, will provide the Securities and Exchange Commission staff, the issuer or a security holder of the issuer full information regarding the number of shares sold at each separate price.

F6: These shares are owned by Calculated Risk Partners, L.P., a Delaware limited partnership ("CRLP"). The Reporting Person and his spouse control the general partner of CRLP. The Reporting Person disclaims beneficial ownership of the stock owned by CRLP except to the extent of his pecuniary interest therein.

F7: These options are immediately exercisable.

F8: These options vest in accordance with the following schedule: 48,651 vest on each of the first through the third anniversaries of the grant date and 48,652 vest on the fourth anniversary of the grant date (March 5, 2009).

F9: These options vest in accordance with the following schedule: 21,149 vest on each of the first and the third anniversary of the grant date and 21,150 vest on each of the second and the fourth anniversary of the grant date (March 4, 2010).

F10: Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock.

F11: These restricted stock units vest in accordance with the following schedule: 4,827 vest on each of the first through the fourth anniversaries of the grant date (March 4, 2010).

F12: These options vest in accordance with the following schedule: 24,370 vest on the first anniversary of the grant date and 24,371 vest on each of the second through fourth anniversaries of the grant date (March 4, 2011).

F13: These restricted stock units vest in accordance with the following schedule: 5,608 vest on the first anniversary of the grant date and 5,609 vest on each of the second through fourth anniversaries of the grant date (March 4, 2011).

F14: These options vest in accordance with the following schedule: 26,612 vest on each of the first and the third anniversary of the grant date and 26,613 vest on each of the second and the fourth anniversary of the grant date (March 6, 2012).

F15: These restricted stock units vest in accordance with the following schedule: 5,885 vest on each of the first through third anniversaries of the grant date and 5,886 vest on the fourth anniversary of the grant date (March 6, 2012).