SBA COMMUNICATIONS CORP — Director's Dealing 2014

Mar 5, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SBA COMMUNICATIONS CORP (SBAC)
CIK: 0001034054
Period of Report: 2014-02-28

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-28	Class A Common Stock	S	74165	$95.40	Disposed	301165	Direct
2014-02-28	Class A Common Stock	S	25835	$96.12	Disposed	275330	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	5175	Indirect
Class A Common Stock	5175	Indirect
Class A Common Stock	5175	Indirect
Class A Common Stock	3950	Indirect
Class A Common Stock	569863	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)	$35.71	2017-03-04	Class A Common Stock (84598)	84598	Direct
Restricted Stock Units	$		Class A Common Stock (4827)	4827	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 (11218)	11218	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 (17656)	17656	Direct
Stock Options (Right to Buy)	$72.99	2020-03-06	Class A Common Stock (145228)	145228	Direct
Restricted Stock Units	$		Class A Common Stock (19017)	19017	Direct

Footnotes

F1: Represents the weighted average price of the shares sold. The prices of the shares sold pursuant to the transactions ranged from $95.00 to $95.99 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.

F2: Includes 263 shares acquired on February 28, 2014 pursuant to the SBA Communications Corporation 2008 Employee Stock Purchase Plan.

F3: Represents the weighted average price of the shares sold. The prices of the shares sold pursuant to the transactions ranged from $96.00 to $96.38 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.

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

F5: 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.

F6: These options are immediately exercisable.

F7: 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).

F8: Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock.

F9: 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).

F10: 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).

F11: 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).

F12: 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).

F13: 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).

F14: These options vest in accordance with the following schedule: 36,307 vest on each of the first through the fourth anniversaries of the grant date (March 6, 2013).

F15: These restricted stock units vest in accordance with the following schedule: 4,754 vest on each of the first through third anniversaries of the grant date and 4,755 vest on the fourth anniversary of the grant date (March 6, 2013).