SBA COMMUNICATIONS CORP — Director's Dealing 2015

May 20, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SBA COMMUNICATIONS CORP (SBAC)
CIK: 0001034054
Period of Report: 2015-05-17

Reporting Person: BERNSTEIN STEVEN E (Director, Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-05-17	Class A Common Stock	M	483	—	Acquired	19161	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-05-17	Restricted Stock Units	$	M	483	Disposed		Class A Common Stock (483)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	165142	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Options (Right to Buy)	$26.36	2016-05-05	Class A Common Stock (10000)	10000	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
Stock Options (Right to Buy)	$50.35	2019-05-17	Class A Common Stock (1643)	1643	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 (347)	347	Direct
Stock Options (Right to Buy)	$96.80	2021-05-08	Class A Common Stock (2202)	2202	Direct
Restricted Stock Units	$		Class A Common Stock (606)	606	Direct

Footnotes

F1: On May 17, 2015, 483 of the Reporting Person's restricted stock units were settled for an equal number of Class A Common Stock.

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 exercisable immediately.

F4: Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock.

F5: 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.

F6: 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.

F7: 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.

F8: These options vest in accordance with the following schedule: 734 vest on the earlier of May 8, 2015 or the day immediately prior to the 2015 annual meeting of shareholders; 734 vest on the earlier of May 8, 2016 or the day immediately prior to the 2016 annual meeting of shareholders; and 734 vest on the earlier of May 8, 2017 or the day immediately prior to the 2017 annual meeting of shareholders.

F9: These restricted stock units vest in accordance with the following schedule: 303 vest on the earlier of May 8, 2015 or the day immediately prior to the 2015 annual meeting of shareholders; 303 vest on the earlier of May 8, 2016 or the day immediately prior to the 2016 annual meeting of shareholders; and 303 vest on the earlier of May 8, 2017 or the day immediately prior to the 2017 annual meeting of shareholders.