SBA COMMUNICATIONS CORP — Director's Dealing 2016

Mar 5, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: BERNSTEIN STEVEN E (Director, Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-03-03	Class A Common Stock	M	10000	$26.36	Acquired	29161	Direct
2016-03-03	Class A Common Stock	M	9374	$24.38	Acquired	38535	Direct
2016-03-03	Class A Common Stock	F	9466	$96.00	Disposed	29069	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-03-03	Stock Options (Right to Buy)	$26.36	M	10000	Disposed	2016-05-05	Class A Common Stock (10000)	Direct
2016-03-03	Stock Options (Right to Buy)	$24.38	M	9374	Disposed	2016-05-07	Class A Common Stock (9374)	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)	$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
Stock Options (Right to Buy)	$113.55	2022-05-21	Class A Common Stock (1899)	1899	Direct
Restricted Stock Units	$		Class A Common Stock (747)	747	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 exercisable immediately.

F4: 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.

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: 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.

F7: 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.

F8: 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.

F9: These options vest in accordance with the following schedule: 633 vest on the earlier of May 21, 2016 or the day immediately prior to the 2016 annual meeting of shareholders; 633 vest on the earlier of May 21, 2017 or the day immediately prior to the 2017 annual meeting of shareholders; and 633 vest on the earlier of May 21, 2018 or the day immediately prior to the 2018 annual meeting of shareholders.

F10: These restricted stock units vest in accordance with the following schedule: 249 vest on the earlier of May 21, 2016 or the day immediately prior to the 2016 annual meeting of shareholders; 249 vest on the earlier of May 21, 2017 or the day immediately prior to the 2017 annual meeting of shareholders; and 249 vest on the earlier of May 21, 2018 or the day immediately prior to the 2018 annual meeting of shareholders.