SBA COMMUNICATIONS CORP — Director's Dealing 2016

Mar 9, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SBA COMMUNICATIONS CORP (SBAC)
CIK: 0001034054
Period of Report: 2016-03-04

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-03-05	Class A Common Stock	M	4021	—	Acquired	330021	Direct
2016-03-05	Class A Common Stock	F	1687	$96.58	Disposed	328334	Direct
2016-03-06	Class A Common Stock	M	5886	—	Acquired	334220	Direct
2016-03-06	Class A Common Stock	M	4754	—	Acquired	338974	Direct
2016-03-06	Class A Common Stock	M	4452	—	Acquired	343426	Direct
2016-03-06	Class A Common Stock	F	5742	$96.58	Disposed	337684	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-03-06	Restricted Stock Units	$	M	5886	Disposed		Class A Common Stock (5886)	Direct
2016-03-06	Restricted Stock Units	$	M	4754	Disposed		Class A Common Stock (4754)	Direct
2016-03-06	Restricted Stock Units	$	M	4452	Disposed		Class A Common Stock (4452)	Direct
2016-03-05	Restricted Stock Units	$	M	4021	Disposed		Class A Common Stock (4021)	Direct
2016-03-04	Stock Options (Right to Buy)	$96.58	A	201614	Acquired	2023-03-04	Class A Common Stock (201614)	Direct
2016-03-04	Restricted Stock Units	$	A	19707	Acquired		Class A Common Stock (19707)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	5675	Indirect
Class A Common Stock	5425	Indirect
Class A Common Stock	5175	Indirect
Class A Common Stock	3950	Indirect
Class A Common Stock	539863	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Options (Right to Buy)	$35.71	2017-03-04	Class A Common Stock (81798)	81798	Direct
Stock Options (Right to Buy)	$42.15	2018-03-04	Class A Common Stock (95111)	95111	Direct
Stock Options (Right to Buy)	$47.52	2019-03-06	Class A Common Stock (106450)	106450	Direct
Stock Options (Right to Buy)	$72.99	2020-03-06	Class A Common Stock (145228)	145228	Direct
Stock Options (Right to Buy)	$95.53	2021-03-06	Class A Common Stock (175529)	175529	Direct
Stock Options (Right to Buy)	$124.59	2022-03-05	Class A Common Stock (160715)	160715	Direct

Footnotes

F1: On March 5, 2016, 4,021 of the Reporting Person's restricted stock units were settled for an equal number of shares of Class A Common Stock.

F2: Includes 264 shares acquired on February 29, 2016 pursuant to the SBA Communications Corporation 2008 Employee Stock Purchase Plan.

F3: Shares withheld for payment of tax liability.

F4: On March 6, 2016, 5,886 of the Reporting Person's restricted stock units were settled for an equal number of shares of Class A Common Stock.

F5: On March 6, 2016, 4,754 of the Reporting Person's restricted stock units were settled for an equal number of shares of Class A Common Stock.

F6: On March 6, 2016, 4,452 of the Reporting Person's restricted stock units were settled for an equal number of shares of Class A Common Stock.

F7: Each of the four different trusts is for the benefit of one of the Reporting Person's four children.

F8: 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.

F9: These options are immediately exercisable.

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: 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).

F12: These options vest in accordance with the following schedule: 36,307 vest on each of the first through fourth anniversaries of the grant date (March 6, 2013).

F13: 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).

F14: These options vest in accordance with the following schedule: 43,882 vest on each of the first through third anniversaries of the grant date and 43,883 vest on the fourth anniversary of the grant date (March 6, 2014).

F15: These restricted stock units vest in accordance with the following schedule: 4,451 vest on the first anniversary of the grant date and 4,452 on each of the second through fourth anniversaries of the grant date (March 6, 2014).

F16: These options vest in accordance with the following schedule: 40,178 vest on the first anniversary of the grant date and 40,179 vest on each of the second through fourth anniversaries of the grant date (March 5, 2015).

F17: These restricted stock units vest in accordance with the following schedule: 4,021 vest on the first anniversary of the grant date and 4,022 vest on each of the second through fourth anniversaries of the grant date (March 5, 2015).

F18: These options vest in accordance with the following schedule: 50,403 vest on each of the first and third anniversary of the grant date and 50,404 vest on each of the second and fourth anniversary of the grant date (March 4, 2016).

F19: These restricted stock units vest in accordance with the following schedule: 4,926 vest on the first anniversary of the grant date and 4,927 vest on each of the second through fourth anniversaries of the grant date (March 4, 2016).