SBA COMMUNICATIONS CORP — Director's Dealing 2014

Feb 15, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SBA COMMUNICATIONS CORP (SBAC)
CIK: 0001034054
Period of Report: 2014-02-12

Reporting Person: BERNSTEIN STEVEN E (Director, Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-12	Class A Common Stock	M	10000	$30.07	Acquired	13579	Direct
2014-02-12	Class A Common Stock	F	6092	$94.73	Disposed	7487	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-12	Stock Options (Right to Buy)	$30.07	M	10000	Disposed	2014-05-17	Class A Common Stock (10000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	240142	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Options (Right to Buy)	$14.80	2015-07-22	Class A Common Stock (6667)	6667	Direct
Stock Options (Right to Buy)	$26.36	2016-05-05	Class A Common Stock (10000)	10000	Direct
Stock Options (Right to Buy)	$34.49	2015-05-06	Class A Common Stock (9514)	9514	Direct
Stock Options (Right to Buy)	$24.38	2016-05-07	Class A Common Stock (9374)	9374	Direct
Stock Options (Right to Buy)	$32.81	2017-05-06	Class A Common Stock (2042)	2042	Direct
Stock Options (Right to Buy)	$37.76	2018-05-04	Class A Common Stock (2015)	2015	Direct
Restricted Stock Units	$		Class A Common Stock (615)	615	Direct
Stock Options (Right to Buy)	$50.35	2019-05-17	Class A Common Stock (1643)	1643	Direct
Restricted Stock Units	$		Class A Common Stock (966)	966	Direct
Stock Options (Right to Buy)	$79.67	2020-05-09	Class A Common Stock (1999)	1999	Direct
Restricted Stock Units	$		Class A Common Stock (1040)	1040	Direct

Footnotes

F1: Shares withheld for payment of tax liability and option exercise price.

F2: These shares are held by Bernstein Limited Partnership II, an entity controlled, in part, by the Reporting Person. The Reporting Person disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein.

F3: These options are immediately exercisable.

F4: These options vest in accordance with the following schedule: 672 vest on the earlier of May 4, 2012 or the day immediately prior to the 2012 annual meeting of shareholders; 671 vest on the earlier of May 4, 2013 or the day immediately prior to the 2013 annual meeting of shareholders; and 672 vest on the earlier of May 4, 2014 or the day immediately prior to the 2014 annual meeting of shareholders.

F5: Each restricted stock unit represents a contingent right to receive one share of Class A common stock.

F6: These restricted stock units vest in accordance with the following schedule: 615 vest on the earlier of May 4, 2012 or the day immediately prior to the 2012 annual meeting of shareholders; 615 vest on the earlier of May 4, 2013 or the day immediately prior to the 2013 annual meeting of shareholders; and 615 vest on the earlier of May 4, 2014 or the day immediately prior to the 2014 annual meeting of shareholders.

F7: These options vest in accordance with the following schedule: 548 vest on the earlier of May 17, 2013 or the day immediately prior to the 2013 annual meeting of shareholders; 547 vest on the earlier of May 17, 2014 or the day immediately prior to the 2014 annual meeting of shareholders; and 548 vest on the earlier of May 17, 2015 or the day immediately prior to the 2015 annual meeting of shareholders.

F8: These restricted stock units vest in accordance with the following schedule: 483 vest on the earlier of May 17, 2013 or the day immediately prior to the 2013 annual meeting of shareholders; 483 vest on the earlier of May 17, 2014 or the day immediately prior to the 2014 annual meeting of shareholders; and 483 vest on the earlier of May 17, 2015 or the day immediately prior to the 2015 annual meeting of shareholders.

F9: These options vest in accordance with the following schedule: 667 vest on the earlier of May 9, 2014 or the day immediately prior to the 2014 annual meeting of shareholders; 666 vest on the earlier of May 9, 2015 or the day immediately prior to the 2015 annual meeting of shareholders; and 666 vest on the earlier of May 9, 2016 or the day immediately prior to the 2016 annual meeting of shareholders.

F10: These restricted stock units vest in accordance with the following schedule: 347 vest on the earlier of May 9, 2014 or the day immediately prior to the 2014 annual meeting of shareholders; 346 vest on the earlier of May 9, 2015 or the day immediately prior to the 2015 annual meeting of shareholders; and 347 vest on the earlier of May 9, 2016 or the day immediately prior to the 2016 annual meeting of shareholders.