SBA COMMUNICATIONS CORP — Director's Dealing 2023

Mar 1, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SBA COMMUNICATIONS CORP (SBAC)
CIK: 0001034054
Period of Report: 2023-02-25

Reporting Person: Cavanagh Brendan Thomas (Executive Vice President & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-02-25	Class A Common Stock	M	1221	$0.00	Acquired	32987.813	Direct
2023-02-25	Class A Common Stock	M	7326	$0.00	Acquired	40313.813	Direct
2023-02-25	Class A Common Stock	M	3388.275	$0.00	Acquired	43702.088	Direct
2023-02-25	Class A Common Stock	F	4124.856	$257.82	Disposed	39577.232	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-02-25	Restricted Stock Units	$	M	1221	Disposed		Class A Common Stock (1221)	Direct
2023-02-25	Performance Restricted Stock Units	$	M	3663	Disposed		Class A Common Stock (3663)	Direct
2023-02-25	Performance Restricted Stock Units	$	M	3663	Disposed		Class A Common Stock (3663)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	19052	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Options (Right to Buy)	$156.50	2025-03-06	Class A Common Stock (50212)	50212	Direct
Stock Options (Right to Buy)	$182.30	2026-03-06	Class A Common Stock (55741)	55741	Direct
Restricted Stock Units	$		Class A Common Stock (1296)	1296	Direct
Restricted Stock Units	$		Class A Common Stock (2582)	2582	Direct
Performance Restricted Stock Units	$		Class A Common Stock (3872)	3872	Direct
Performance Restricted Stock Units	$		Class A Common Stock (3872)	3872	Direct
Restricted Stock Units	$		Class A Common Stock (3465)	3465	Direct
Performance Restricted Stock Units	$		Class A Common Stock (3465)	3465	Direct
Performance Restricted Stock Units	$		Class A Common Stock (3465)	3465	Direct

Footnotes

F1: On February 25, 2023, 1,221 of the Reporting Person's restricted stock units were settled for an equal number of shares of Class A Common Stock.

F2: Represents shares issued in connection with the vesting of performance restricted share units. The Compensation Committee of the Issuer's Board of Directors determined achievement of the applicable AFFO performance metric at 200%.

F3: Represents shares issued in connection with the vesting of performance restricted share units. The Compensation Committee of the Issuer's Board of Directors determined achievement of the applicable TSR performance metric at 92.5%. The remaining performance restricted stock units were forfeited.

F4: Shares withheld for payment of tax liability.

F5: These shares are owned by Cavanagh Investments, LLC. The Reporting Person is the manager of Cavanagh Investments, LLC and a trust for the benefit of the Reporting Person's spouse owns all of the equity interests in Cavanagh Investments, LLC. The Reporting Person disclaims beneficial ownership of the shares owned by Cavanagh Investments, LLC, 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: 13,935 vest on each of the first through third anniversaries of the grant date and 13,936 vest on the fourth anniversary of the grant date (March 6, 2019).

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: 1,296 vest on each of the first through fourth anniversaries of the grant date (March 6, 2019).

F10: These restricted stock units vest in accordance with the following schedule: 1,221 vest on each of the first through third anniversaries of the grant date (February 25, 2020).

F11: Each performance restricted stock unit represents a contingent right to receive one share of Class A Common Stock.

F12: These performance restricted stock units have a three-year performance period and to the extent earned will vest 100% on February 25, 2023, which is the third anniversary of the grant date. The number of shares of Class A Common Stock that will be earned at the end of the three-year performance period is subject to increase or decrease based on the results of the performance condition.

F13: These performance restricted stock units have a three-year performance period and to the extent earned will vest 100% on February 25, 2023, which is the third anniversary of the grant date. The number of shares of Class A Common Stock that will be earned at the end of the three-year performance period is subject to increase or decrease based on the results of the performance condition.

F14: These restricted stock units vest in accordance with the following schedule: 1,290 vest on the first anniversary of the grant date and 1,291 vests on each of the second and third anniversaries of the grant date (March 4, 2021).

F15: These performance restricted stock units have a three-year performance period and to the extent earned will vest 100% on March 4, 2024, which is the third anniversary of the grant date. The number of shares of Class A Common Stock that will be earned at the end of the three-year performance period is subject to increase or decrease based on the results of the performance condition.

F16: These performance restricted stock units have a three-year performance period and to the extent earned will vest 100% on March 4, 2024, which is the third anniversary of the grant date. The number of shares of Class A Common Stock that will be earned at the end of the three-year performance period is subject to increase or decrease based on the results of the performance condition.

F17: These restricted stock units vest in accordance with the following schedule: 1,155 vest on the first through third anniversaries of the grant date (March 4, 2022).

F18: These performance restricted stock units have a three-year performance period and to the extent earned will vest 100% on March 4, 2025, which is the third anniversary of the grant date. The number of shares of Class A Common Stock that will be earned at the end of the three-year performance period is subject to increase or decrease based on the results of the performance condition.

F19: These performance restricted stock units have a three-year performance period and to the extent earned will vest 100% on March 4, 2025, which is the third anniversary of the grant date. The number of shares of Class A Common Stock that will be earned at the end of the three-year performance period is subject to increase or decrease based on the results of the performance condition.